[{"data":1,"prerenderedAt":514},["ShallowReactive",2],{"document-assumption-agreement-D13247":3},{"document":4,"label":23,"preview":11,"thumb":24,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":25,"breadcrumb":29,"related":37,"customDescModule":172,"customdescription":6,"mdFm":173,"mdProseHtml":513},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":16,"keywords":15},"ASSUMPTION AGREEMENT This Assumption Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [NAME OF THE ORIGINAL BORROWER], (the \"Original Borrower\"), an individual with his main address located at OR a Company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [NAME OF THE NEW BORROWER], (the \"New Borrower\"), an individual with his main address located at OR a Company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [NAME OF THE LENDER], (the \"New Lender\"), an individual with his main address located at OR a Company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, the Original Borrower obtained a mortgage loan (\"Loan\") from [SPECIFY LENDER] (the \"Lender\"), which Loan is secured by the Property [DETAILS OF PROPERTY] (\"Mortgaged Property\"); WHEREAS, the Original Borrower executed a promissory note evidencing the Loan, dated [DATE], in the original principal amount of [PRINCIPAL AMOUNT], payable to the Lender (\"Note\"), and [SPECIFY AGREEMENT] (\"Loan Agreement\") further setting forth the terms of the Loan; WHEREAS, the Original Borrower has transferred or has agreed to transfer all of its right, title, and interest in and to the Mortgaged Property to the New Borrower, and the New Borrower has agreed to assume all of the Original Borrower's rights, obligations, and liabilities created or arising under certain of the Original Loan Agreements; NOW THEREFORE in consideration and as a condition of the Original Borrower, the New Borrower and Lender entering into this Agreement and other valuable considerations, the receipt and sufficiency of which consideration is acknowledged, the Parties agree as follows: ASSUMPTION OF OBLIGATION The New Borrower covenants, promises, and agrees that they will unconditionally assume and be bound by all terms, provisions, and covenants of the [SPECIFY LOAN AGREEMENTS] as if the New Borrower had been the original maker of the Note and Security Instrument. The New Borrower will pay all sums to be paid and perform each and every obligation to be paid or performed by the Original Borrower under and in accordance with the terms and conditions of the Note, Security Instrument, the Loan Agreement and all other Original Loan Agreements assumed by the New Borrower. Notwithstanding the foregoing, however, the New Borrower and the Lender will enter into an Amendment to the Loan Agreement to modify certain terms of the Loan Agreement. ASSUMPTION The New Borrower hereby assumes and agrees to pay all sums due or to become due or owing under the Note, the Security Deed and the other Loan Documents and shall hereafter faithfully perform all of the Original Borrower's obligations under and be bound by all of the provisions of the Loan Documents and assumes all liabilities of the Original Borrower under the Loan Documents as if the New Borrower were an original signatory thereto. The execution of this Assumption Agreement by the New Borrower shall be deemed its execution of the Note, the Security Deed and the other Loan Documents. RELEASE OF ORIGINAL BORROWER The Lender hereby releases on the Effective Date, the Original Borrower from liability under the Loan Documents, other than this Assumption Agreement. MODIFICATION OF [LOAN DOCUMENTS] The Parties in this Agreement agree that the provisions of the [SPECIFY THE LOAN DOCUMENTS AND AGREEMENTS] are modified as set forth in EXHIBIT A to this Assumption Agreement. The New Borrower will execute, acknowledge, and deliver such other documents as the Lender may require documenting the Assumption and to implement the provisions of this Agreement more fully. The failure of the New Borrower to comply with the additional obligations contained in this section will constitute an Event of Default under the Security Instrument, and the Lender will be entitled to exercise all remedies available to it under the terms of the Loan Documents. NEW GUARANTOR On the date of execution of this Agreement, the New Borrower will cause the New Guarantor to execute and deliver to the New Lender the current form of Guaranty (\"Guaranty\") under which the New Guarantor guarantees the full and punctual payment and performance, when due, of certain obligations of the New Borrower in connection with the Loan, as more fully set forth in the Guaranty. The Lender releases the Original Guarantor from all liability under the terms and provisions of the Original Guaranty. If the Lender's release of the Original Borrower is canceled in whole, the release of the Original Guarantor will be correspondingly canceled. 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Assigned Rights: any and all Intellectual Property Rights that have arisen or will arise in the name of the Assignor as a result of any work done for the Assignee and/or during the Engagement. Engagement: has the meaning given to it in the background of this agreement. Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world. Assignment In consideration of the sum of $[SPECIFY], the Assignor hereby assigns to the Assignee absolutely with full title guarantee any and all his right, title and interest in and to the Assigned Rights, including: the absolute entitlement to any registrations granted pursuant to any of the applications comprised in the Intellectual Property Rights; any and all goodwill attaching to the Intellectual Property Rights; and the right to bring, make, oppose, defend, appeal proceedings, claims or actions and obtain relief (and to retain any damages recovered) in respect of any infringement, or any other cause of action arising from ownership, of any of the Assigned Rights whether occurring before, on, or after the date of this agreement. To the extent that the Assignor owns or controls (presently or in the future) any Intellectual Property Rights that block or interfere with the rights assigned to the Assignee under this agreement (\"Related Rights\"), the Assignor hereby grants or will cause to be granted to the Assignee a non-exclusive, royalty-free, irrevocable, perpetual, transferable, worldwide licence (with the right to sublicense) to make, have made, use, offer to sell, sell, import, copy, modify, create derivative works based upon, distribute, sublicense, display, perform and transmit any products, software, hardware, methods or materials of any kind that are covered by such Related Rights, to the extent necessary to enable the Assignee to exercise all of the rights assigned to the Assignee under this agreement. Warranties The Assignor warrants that: he is the legal and beneficial owner of, and owns all the rights and interests in, the Assigned Rights; he has not licensed or assigned any of the Assigned Rights; the Assigned Rights are free from any security interest, option, mortgage, charge or lien;","Assignment Agreement","3","https://templates.business-in-a-box.com/imgs/1000px/assignment-agreement-D12542.png","https://templates.business-in-a-box.com/imgs/250px/12542.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12542.xml",{"title":94,"description":6},"assignment agreement",[96,98],{"label":32,"url":97},"business-legal-agreements",{"label":99,"url":100},"Transfer & Assignment Agreements","transfer-assignment-agreement","/template/assignment-agreement-D12542",{"description":103,"descriptionCustom":6,"label":104,"pages":105,"size":9,"extension":10,"preview":106,"thumb":107,"svgFrame":108,"seoMetadata":109,"parents":111,"keywords":110,"url":114},"NOVATION AGREEMENT This Novation Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR FULL NAME] (the \"First Party\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [SECOND PARTY NAME] (the \"Second Party\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [THIRD PARTY NAME] (the \"Third Party\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] WHEREAS the First Party and the Second Party have come into agreement to extinguish the original contract and supplement it with a new one. WHEREAS the Third Party takes up the rights and obligations of the First or Second Party, as defined in the new contract. WHEREAS the First and Second Party agree and consent to the Third Party assuming all liability and obligations in respect of the Contract from the Effective Date (as defined below). NOW THEREFORE, in consideration of the premises and of the mutual agreements contained in this Agreement, the Parties hereto agree as follows: NOVATION As of the Effective Date, the First or Second Party transfers to the Third Party all of its rights, benefits and obligations under the Contract, including: [LIST RIGHTS, BENEFITS AND OBLIGATIONS BEING TRANSFERRED TO THIRD PARTY] The Third Party agrees to perform and comply with the Contract and to be bound by its terms in every way as if the Third Party were the original Party to the Contract in place of the First or Second Party. The Third Party accepts their liability under the Contract in place of the liability of the First or Second Party. RELEASE OF OBLIGATIONS AND LIABILITIES From the Effective Date, the First Party and the Second Party release and discharge each other from all future obligations to the other under this Agreement, including: [LIST RIGHTS, BENEFITS AND OBLIGATIONS BEING RELEASED] Nothing in this Agreement shall affect or prejudice any claim or demand that the First Party may have against the Second Party or the Second Party against the First Party with respect to matters occurring prior to the Effective Date. PAYMENTS FALLING DUE The First Party shall pay the Second Party any sums under the Contract falling due for payment before the Effective Date, in accordance with the payment terms set out in the Contract. For the avoidance of doubt, the due date in respect of any payment referred to in clauses 3.1 shall be determined in accordance with the terms of the Contract","Novation Agreement","4","https://templates.business-in-a-box.com/imgs/1000px/novation-agreement-D12890.png","https://templates.business-in-a-box.com/imgs/250px/12890.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12890.xml",{"title":110,"description":6},"novation agreement",[112,113],{"label":32,"url":97},{"label":32,"url":97},"/template/novation-agreement-D12890",{"description":116,"descriptionCustom":6,"label":117,"pages":118,"size":119,"extension":10,"preview":120,"thumb":121,"svgFrame":122,"seoMetadata":123,"parents":124,"keywords":129,"url":130},"Asset Purchase Agreement Prepared By: Your Name Job Title Phone 555.555.5555 Email info@yourbusiness.com www.yourbusiness.com TABLE OF CONTENTS Pages 1 - INTERPRETATION 6 1.1 Definitions 6 Extended Meanings 9 1.3 Interpretation Not Affected by Headings 9 1.4 Applicable Law 9 1.5 Funds 9 1.6 Financial Documents 9 1.7 Invalidity 10 1.8 Business Day 10 1.9 Preamble 10 2 - PURCHASED ASSETS 10 2.1 Purchased Assets 10 2.2 Excluded Assets 11 2.3 Leases and Retention of Ownership Agreements 12 2.4 Removal of Purchased Assets 12 2.5 Forward Commitments 12 2.6 Assets Used in the Business 12 3 - PURCHASE AND SALE 12 3.1 Purchase Price 12 3.2 Default 13 3.3 Balance of Price 13 3.4 Allocation of the Purchase Price 13 3.5 No Assumption of Liabilities 13 3.6 Payment of Taxes 14 3.7 Adjustments 14 3.8 Net Worth Adjustment 14 3.9 Disagreement Regarding Adjustment of Purchase Price 14 3.10 Escrow of Purchase Price 14 4 - CLOSING AND CONDITIONS PRECEDENT TO THE SALE 15 4.1 Closing Date 15 4.2 Conditions Precedent to Closing in Favor of the Purchaser 15 4.2.1 Corporate Authorization 15 4.2.2 Statements 15 4.2.3 Truth of Representations and Warranties 15 4.2.4 Compliance with Terms and Conditions 15 4.2.5 Governmental Approvals 16 4.2.6 Approval of Purchaser's Counsel 16 4.2.7 Prohibited Actions 16 4.2.8 Delivery of Documents and Title Deeds 16 4.2.9 Legal Opinion of Seller's Counsel 16 4.2.10 Non-Competition Agreements 16 4.2.11 Residence 16 4.2.12 Bulk Sale Affidavit 17 4.2.13 Tax Election Form 17 4.2.14 Powers of Attorney 17 4.2.15 Consents 17 4.2.16 Due Diligence 17 4.2.17 No Substantial Damage or Adverse Change 17 4.2.18 No Adverse Legislation 17 4.2.19 Delivery of Documents 17 4.3 Conditions Precedent to Closing in Favor of the Seller 18 4.3.1 Letter of Credit 18 4.3.2 Truth of Representations and Warranties 18 4.3.3 Compliance with Terms and Conditions 18 4.3.4 Legal Opinion of Purchaser's Counsel 18 4.4 Risk of Loss 18 4.5 Notification 19 5 - REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE PURCHASER 19 5.1 Representations and Warranties of Seller 19 5.1.1 Due Incorporation and Qualification to Carry on Business 19 5.1.2 Binding Nature 19 5.1.3 Title of Assets 19 5.1.4 Options, Commitments 20 5.1.5 No Violation 20 5.1.6 Books and Records 20 5.1.7 Business Conducted in Ordinary Course 20 5.1.8 Leases 21 5.1.9 Uses 21 5.1.10 Work Orders 21 5.1.11 Litigation 22 5.1.12 Proprietary Rights 22 5.1.13 Infringement of Proprietary Rights 22 5.1.14 Compliance with Laws 22 5.1.15 Employment Agreements 23 5.1.16 Labour Unions 23 5.1.17 Labour Practices 23 5.1.18 Pension Plans 23 5.1.19 Restrictive Documents 24 5.1.20 Outstanding Long Term Indebtedness 24 5.1.21 Outstanding Guarantees 24 5.1.22 Insurance 24 5.1.23 Taxes 24 5.1.24 Withholdings 25 5.1.25 Condition of Purchased Assets 25 5.1.26 Clients and Supplies 25 5.1.27 Vacation Pay 25 5.1.28 Residence 25 5.1.29 Knowledge 25 5.1.30 Liabilities 26 5.1.31 Inventories 26 5.1.32 Financial Statements 26 5.1.33 Absence of Certain Developments 26 5.1.34 No Material Adverse Change 27 5.1.35 Other Agreements 27 5.1.36 Environmental Matters 28 5.1.37 Reliance 29 5.1.38 Evidence 29 5.1.39 Standard of Conduct 29 5.2 Representations and Warranties of the Purchaser 29 5.2.1 Due Incorporation 29 5.2.2 Binding Nature 29 5.2.3 No Violation 29 5.3 Survival 30 5.4 Indemnification of the Purchaser 30 5.5 Warranty Work 30 6 - EMPLOYEES 31 6.1 List of Non-Unionized Employees 31 6.2 Employment to Non-Unionized Employees 31 6.3 Claims by Non-Unionized Employees 31 6.4 Pension Plan for Employees 31 6.5 Assumption of Collective Agreement 32 6.6 List of Unionized Employees 32 6.7 Offers to Unionized Employees 32 6.8 Short Term and Long Term Disability 33 6.9 Benefit Plans 33 7 - MUTUAL COOPERATION 33 7.1 Conduct of Business Prior to Closing 33 (a) Conduct Business in Ordinary Course 33 (b) Continue Insurance 33 (c) Perform Obligations 33 7.2 Access for Investigation Prior to Closing 33 7.3 Actions to Satisfy Closing Conditions 34 7.4 Transfer of Purchased Assets 34 7.5 Assistance in Judicial Claims 35 7.6 Collection of Receivables 35 7.7 Accounts Receivable 35 7.8 Differentiation of Products 36 8 - MISCELLANEOUS 36 8.1 Successors and Assigns 36 8.2 Brokers 36 8.3 Legal Fees 36 8.4 Public Announcement 36 8.5 Entire Agreement 36 8.6 Notices 37 8.7 Time of Essence 37 8.8 Counterparts 37 9 - GUARANTEE 37 9.1 Intervention of the Guarantor 37 9.2 Indulgence 38 9.3 Disability of Purchaser 38 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Purchaser\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [FIRST PART] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [SECOND PART] (the \"Seller\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Seller carries on the business of [NUMBER] WHEREAS the Seller has agreed to sell and the Purchaser has agreed to purchase certain assets relating to the Business upon the terms and conditions set forth in this Agreement. NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS HEREIN CONTAINED AND OTHER GOOD AND VALUABLE CONSIDERATION, THE [COMPANY NAME] HERETO AGREE AS FOLLOWS: INTERPRETATION Definitions Unless the subject matter or context otherwise requires: \"Affiliate\" has the meaning ascribed to the term \"affiliated corporations\" in the [COUNTRY Business Corporations Act]. \"Associate\" has the meaning ascribed to the term \"associate\" in the [COUNTRY Business Corporations Act]. \"Balance of Price\" has the meaning ascribed thereto in Section 3.1.2. \"Books and Records\" means any books and records (originals or copies thereof) of Seller relating exclusively to the Business including, without limitation, books and records relating to the purchase materials and supplies, the manufacture, assembly and processing of products, sales of products, dealings with customers and franchises, invoices, customer lists, mailing lists, suppliers lists, trademarks and trade names, financial records, personnel records (to the extent permitted by law) and taxes (excluding Seller's income tax and other tax records unrelated to the Business).","Asset Purchase Agreement","37",259,"https://templates.business-in-a-box.com/imgs/1000px/asset-purchase-agreement-D928.png","https://templates.business-in-a-box.com/imgs/250px/928.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#928.xml",{"title":6,"description":6},[125,126],{"label":32,"url":97},{"label":127,"url":128},"Purchase & Sale Agreements","purchase-sale-agreement","asset purchase agreement","/template/asset-purchase-agreement-D928",{"description":132,"descriptionCustom":6,"label":133,"pages":105,"size":9,"extension":10,"preview":134,"thumb":135,"svgFrame":136,"seoMetadata":137,"parents":139,"keywords":138,"url":144},"INDEMNIFICATION AGREEMENT This Indemnification Agreement (\"Agreement\") is effective as of [DATE], BETWEEN: [NAME OF THE INDEMNIFYING PARTY] (the \"Indemnifier\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE] with its head office located at: [YOUR COMPLETE ADDRESS] AND: [NAME OF THE INDEMNITEE] (the \"Indemnitee \"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, the Indemnitee seeks protection against any personal liability, claim, suit, action, loss, or damage that may result from the Indemnitee's participation in the Activity. WHEREAS, the Indemnifier seeks to minimize any hardship the Indemnitee might suffer as the result of any personal liability, claim, suit, action, loss, or damage that may result from the Indemnitee's participation in the Activity. NOW THEREFORE in consideration and as a condition of the Indemnifier and the Indemnitee entering into this Agreement and other valuable considerations, the receipt and sufficiency of which consideration is acknowledged, the Parties agree as follows: INDEMNIFIED ACTIVITY The Indemnitee seeks to be protected from the following indemnified activity (hereinafter referred to as the \"Activity\"): [SPECIFY ACTIVITY] INDEMNITY The Indemnifier agrees to indemnify and hold harmless the Indemnitee, its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from the Activity. EXCEPTIONS TO INDEMNIFICATION The Indemnifier shall not be obligated to indemnify the Indemnitee for any fines, expenses, judgments, settlements, and other obligations incurred as the result of the Indemnitee's participation in the Activity: In the case of a criminal proceeding; or In the case of a civil claim where the Indemnitee did not act in good faith and/or in a reasonable manner; or If the Indemnitee will or has received payment under a valid and collectible insurance policy or under a valid and enforcement indemnity clause, bylaw or agreement, except where payment under the insurance policy, clause, bylaw or agreement is not sufficient to fully indemnify the Indemnitee, in which case the Indemnifier will be responsible for any shortfall in the payment received; or If an action or proceeding was initiated in whole in or in part by the Indemnitee, whether alone or along with one or more other claimants, unless the action or proceeding has the written consent of the Indemnifier. NOTICE OF CLAIM In the event of any claim or action, the Indemnitee must promptly provide the Indemnifier with written notice of the claim or action and will notify the Indemnifier of any legal proceedings relating to the claim or action within [NUMBER OF DAYS] of the Indemnitee's receipt of notice of such proceedings. The Indemnitee must provide the Indemnifier with all known information available to the Indemnitee relating to the claim or action. COOPERATION ​ The Indemnitee agrees to wholly cooperate with the Indemnifier in the defence of any claim or action against it that the Indemnitee seeks to be indemnified for, including but not limited to, providing the Indemnifier with all available information related to the claim or action, responding to reasonable requests from the Indemnifier for information, documentation, and the like","Indemnification Agreement","https://templates.business-in-a-box.com/imgs/1000px/sample-doc-for-test-D13016.png","https://templates.business-in-a-box.com/imgs/250px/13016.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13016.xml",{"title":138,"description":6},"indemnification agreement",[140,141],{"label":32,"url":97},{"label":142,"url":143},"Release Agreements","release-agreement","/template/indemnification-agreement-D13016",{"description":146,"descriptionCustom":6,"label":147,"pages":89,"size":9,"extension":10,"preview":148,"thumb":149,"svgFrame":150,"seoMetadata":151,"parents":153,"keywords":152,"url":158},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":152,"description":6},"non disclosure agreement nda",[154,155],{"label":32,"url":97},{"label":156,"url":157},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":160,"descriptionCustom":6,"label":161,"pages":89,"size":9,"extension":10,"preview":162,"thumb":163,"svgFrame":164,"seoMetadata":165,"parents":167,"keywords":170,"url":171},"[DATE] [CONTACT NAME] [ADDRESS] [ADDRESS 2] [CITY, STATE/PROVINCE] [ZIP/POSTAL CODE] SUBJECT: LETTER OF INTENT-ACQUISITION OF BUSINESS Dear [CONTACT NAME]: This letter (\"Letter of Intent\") sets forth the basic preliminary terms between the Buyer or his nominee and yourselves regarding the purchase of the [SPECIFY] business (the \"Business\") carried on by yourselves. Except as specifically set forth herein, this Letter of Intent shall not constitute an agreement between the parties and no agreement shall be deemed to exist until execution of a definitive purchase agreement. It is proposed that Buyer will acquire certain assets of the Business which Buyer believes to be necessary to the future of the Business, including the warehouse in [CITY/STATE] in which [COMPANY NAME] the Company has invested [AMOUNT] in cash and which has been financed by a mortgage loan of approximately [AMOUNT] granted by the [SPECIFY COMPANY] [CITY/STATE]. Buyer understands that the said warehouse has no other charges or liabilities affecting it other than the said mortgage loan. Buyer may either purchase the warehouse outright or enter into a lease-purchase or instalment transfer of ownership which is satisfactory to both parties. The gross purchase price for the said warehouse will be [AMOUNT]. Buyer may purchase or lease barrels and other equipment currently owned by the Company which are necessary to operate the Business, on a cash or instalment basis agreeable to both parties. The specific assets to be purchased and the amounts to be paid by Buyer in connection with this transaction remain to be negotiated by the parties. This Letter of Intent also evidences the intentions of the parties with respect to the following agreements: Buyer will enter into a [NUMBER]-year employment agreement with [COMPANY NAME], providing for the Company will be responsible for the purchase of [SPECIFY] for Buyer. The agreement will contain the customary terms and conditions found in employment agreements in similar transactions and will provide for the usual non-competition and non-solicitation covenants to be entered into by the Company in favour of Buyer. It is expressly understood that if the contemplated transaction is consummated, the aggregate amount of commission paid or payable to yourselves (net of reasonable expenses acceptable to Buyer) in respect of all purchases of [SPECIFY] made through you from the date of this Letter of Intent to the date of closing, with the exception of commissions earned on the [NUMBER] truckloads of [SPECIFY] to be delivered to Buyer during the week of [DATE] to [DATE], will be applied against remuneration payable to the Company in the first year of his employment agreement. If the contemplated transaction is not consummated, all such commissions paid or payable will be treated as commissions. Buyer will enter into a [NUMBER]-year employment agreement with [EMPLOYEE NAME], providing for the payment of a gross base salary of [ANNUAL SALARY] per year, to be paid weekly, subject to annual review. [EMPLOYEE NAME] will be President of the Business and the employment agreement will provide for health benefits, automobile, expenses and bonus arrangements","Letter of Intent_Acquisition of Business","https://templates.business-in-a-box.com/imgs/1000px/letter-of-intent_acquisition-of-business-D5197.png","https://templates.business-in-a-box.com/imgs/250px/5197.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5197.xml",{"title":166,"description":6},"letter of intent_acquisition of business",[168,169],{"label":32,"url":97},{"label":32,"url":97},"letter intent_acquisition business","/template/letter-of-intent_acquisition-of-business-D5197",false,{"seo":174,"reviewer":186,"legal_disclaimer":190,"quick_facts":191,"at_a_glance":193,"personas":197,"variants":222,"glossary":247,"clauses":281,"how_to_fill":329,"common_mistakes":370,"faqs":395,"industries":426,"comparisons":443,"diy_vs_lawyer":456,"jurisdictions":469,"related_template_ids_curated":490,"schema":500,"classification":501},{"meta_title":175,"meta_description":176,"primary_keyword":177,"secondary_keywords":178},"Assumption Agreement Template | Free Word Download","Free assumption agreement template for transferring contractual obligations to a new party. Covers consent, liability, indemnification, and governing law.","assumption agreement template",[15,179,180,181,182,183,184,185],"assumption of contract template","debt assumption agreement template","lease assumption agreement","assumption agreement word template","contract assumption form","assumption of obligations agreement","liability assumption agreement",{"name":187,"credential":188,"reviewed_date":189},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":192,"legal_review_recommended":190,"signature_required":190},"advanced",{"what_it_is":194,"when_you_need_it":195,"whats_inside":196},"An Assumption Agreement is a legally binding contract in which a new party (the Assuming Party) formally takes over the rights and obligations of an existing party (the Assignor) under a prior contract or debt instrument, with the consent of the remaining original party (the Obligee). This free Word download gives you a structured, attorney-reviewed starting point you can edit online and export as PDF for use in business acquisitions, real estate transactions, lease transfers, and debt restructurings.\n","Use it when a business is sold and the buyer must take over existing vendor contracts, leases, or loans; when a commercial lease is transferred to a new tenant; or when a borrower's debt obligation is being assumed by a third party as part of a financing or restructuring transaction.\n","Identification of all three parties and the underlying contract being assumed, a clear assumption of obligations clause, a release of the original obligor, indemnification provisions, representations and warranties, consent of the obligee, and governing law and dispute resolution terms.\n",[198,202,206,210,214,218],{"title":199,"use_case":200,"icon_asset_id":201},"Business buyers and acquirers","Taking over a seller's vendor contracts, leases, or loans as part of an asset purchase","persona-business-buyer",{"title":203,"use_case":204,"icon_asset_id":205},"Commercial landlords and tenants","Formally transferring a commercial lease to a new tenant with landlord consent","persona-landlord",{"title":207,"use_case":208,"icon_asset_id":209},"Lenders and borrowers","Documenting a third party's assumption of an existing loan obligation","persona-lender",{"title":211,"use_case":212,"icon_asset_id":213},"Corporate counsel and attorneys","Structuring the contractual transfer of obligations in M&A or restructuring deals","persona-corporate-counsel",{"title":215,"use_case":216,"icon_asset_id":217},"Small business owners","Selling a business and transferring service contracts to the incoming owner","persona-small-business-owner",{"title":219,"use_case":220,"icon_asset_id":221},"Real estate investors","Assuming a seller's mortgage or ground lease as part of a property acquisition","persona-real-estate-investor",[223,227,231,235,238,241,244],{"situation":224,"recommended_template":225,"slug":226},"Transferring a commercial property lease to a new tenant","Lease Assumption Agreement","assumption-agreement-D13247",{"situation":228,"recommended_template":229,"slug":230},"Buyer assuming seller's contracts in an asset purchase","Asset Purchase Agreement with Contract Assumption Schedule","asset-purchase-agreement-D928",{"situation":232,"recommended_template":233,"slug":234},"Third party assuming an existing loan or mortgage","Debt Assumption Agreement","secured-lumpsum-promissory-note-agreement-D13041",{"situation":236,"recommended_template":88,"slug":237},"Assigning rights only — without transferring obligations","assignment-agreement-D12542",{"situation":239,"recommended_template":104,"slug":240},"Transferring both rights and obligations with a full novation","novation-agreement-D12890",{"situation":242,"recommended_template":243,"slug":226},"Buyer and seller splitting assumption of specific liabilities","Indemnification and Assumption Agreement",{"situation":245,"recommended_template":246,"slug":226},"Assuming a franchise agreement from an exiting franchisee","Franchise Transfer and Assumption Agreement",[248,251,254,257,260,263,266,269,272,275,278],{"term":249,"definition":250},"Assuming Party","The new party who agrees to take over and fulfill the obligations under an existing contract or debt in place of the original obligor.",{"term":252,"definition":253},"Assignor","The original party to the underlying contract who is transferring their obligations and, in some cases, their rights to the Assuming Party.",{"term":255,"definition":256},"Obligee","The counterparty to the original contract whose consent is required for the assumption to be valid — often a landlord, lender, or service provider.",{"term":258,"definition":259},"Assumption of Obligations","The contractual act by which the Assuming Party agrees to be bound by and perform all duties and liabilities of the Assignor under the original agreement.",{"term":261,"definition":262},"Release of Liability","A provision that discharges the Assignor from further responsibility under the original contract once the Assuming Party has taken over the obligations.",{"term":264,"definition":265},"Novation","A similar but distinct concept where all three parties agree to replace the original contract entirely with a new one — extinguishing the old agreement, not merely transferring it.",{"term":267,"definition":268},"Indemnification","A contractual obligation by which one party agrees to compensate another for losses, damages, or legal costs arising from a specified event or breach.",{"term":270,"definition":271},"Consent to Assignment","The written approval of the Obligee authorizing the transfer of the original party's contractual position to the Assuming Party.",{"term":273,"definition":274},"Underlying Agreement","The original contract, lease, or debt instrument whose obligations are being transferred through the assumption agreement.",{"term":276,"definition":277},"Due-on-Sale Clause","A lender provision in a mortgage or loan that requires full repayment of the debt if the property or business is sold — triggered when an assumption is attempted without lender consent.",{"term":279,"definition":280},"Representations and Warranties","Factual statements made by each party at the time of signing that confirm key conditions — such as authority to enter the agreement and the absence of prior defaults — are true.",[282,287,291,296,301,306,310,314,319,324],{"name":283,"plain_english":284,"sample_language":285,"common_mistake":286},"Recitals and Identification of Parties","Names and identifies all three parties — the Assignor, the Assuming Party, and the Obligee — and briefly describes the underlying agreement being assumed.","This Assumption Agreement is entered into as of [DATE] by and among [ASSIGNOR LEGAL NAME] ('Assignor'), [ASSUMING PARTY LEGAL NAME] ('Assuming Party'), and [OBLIGEE LEGAL NAME] ('Obligee'). Recitals: The Assignor is party to that certain [DESCRIPTION OF UNDERLYING AGREEMENT] dated [ORIGINAL DATE] (the 'Underlying Agreement').","Identifying parties by trade name rather than registered legal entity. If the entity name on the assumption agreement does not match the name on the underlying contract, the assumption may not legally bind the correct party.",{"name":258,"plain_english":288,"sample_language":289,"common_mistake":290},"The core operative clause where the Assuming Party expressly agrees to perform all obligations of the Assignor under the underlying agreement from a defined effective date.","Effective as of [EFFECTIVE DATE], the Assuming Party hereby assumes, and agrees to be bound by and perform, all obligations, duties, and liabilities of the Assignor arising under or related to the Underlying Agreement from and after the Effective Date.","Failing to specify an effective date separate from the signing date. When a business closes on a different date than the agreement is signed, an unclear effective date creates disputes over who was responsible for obligations that arose in between.",{"name":292,"plain_english":293,"sample_language":294,"common_mistake":295},"Transfer of Rights","Confirms that the Assuming Party also receives the Assignor's rights and benefits under the underlying agreement — not just the obligations.","Concurrently with the assumption of obligations, the Assignor hereby transfers and assigns to the Assuming Party all of the Assignor's rights, title, and interest in and to the Underlying Agreement, including all benefits and entitlements thereunder from and after the Effective Date.","Drafting the assumption clause to transfer only obligations without explicitly transferring corresponding rights. This can leave the Assuming Party performing duties with no enforceable right to receive the contracted benefits.",{"name":297,"plain_english":298,"sample_language":299,"common_mistake":300},"Release of Assignor","Releases the Assignor from liability for obligations arising under the underlying agreement after the effective date, conditional on the Obligee's consent.","Effective as of the Effective Date and conditioned upon the Obligee's written consent set out in Section [X], the Obligee hereby releases and discharges the Assignor from all obligations and liabilities arising under the Underlying Agreement on or after the Effective Date.","Including a release clause without conditioning it on the Obligee's affirmative written consent. A release that operates automatically — before the Obligee has formally agreed — is generally unenforceable and leaves the Obligee without a remedy against the Assignor.",{"name":302,"plain_english":303,"sample_language":304,"common_mistake":305},"Consent of the Obligee","Records the Obligee's formal, written consent to the assumption and, where applicable, to the release of the Assignor.","The Obligee hereby consents to the assumption of the obligations of the Assignor by the Assuming Party as set forth herein, and agrees that the Assuming Party shall, from and after the Effective Date, be substituted as the obligor under the Underlying Agreement in place of the Assignor.","Proceeding with an assumption without a signed consent from the Obligee. Most commercial contracts and virtually all mortgages require express consent; proceeding without it triggers a breach of the underlying agreement and, in the case of mortgages, can accelerate the entire loan balance.",{"name":279,"plain_english":307,"sample_language":308,"common_mistake":309},"Each party makes factual statements confirming that they have authority to enter the agreement, the underlying contract is in good standing, and there are no undisclosed defaults.","The Assignor represents and warrants that: (a) the Underlying Agreement is in full force and effect; (b) the Assignor is not in default thereunder; and (c) the Assignor has full authority to enter into this Agreement. The Assuming Party represents and warrants that it has the legal capacity and authority to assume the obligations described herein.","Omitting a representation that the underlying agreement is current and not in default. If the Assuming Party takes over a contract already in breach, they inherit the Assignor's liability for that prior default unless the agreement expressly carves it out.",{"name":267,"plain_english":311,"sample_language":312,"common_mistake":313},"Allocates responsibility for losses arising from pre- and post-assumption obligations — the Assignor typically indemnifies for pre-effective-date breaches, and the Assuming Party indemnifies for post-effective-date breaches.","The Assignor shall indemnify and hold harmless the Assuming Party from any claims, losses, or liabilities arising from the Assignor's performance or non-performance under the Underlying Agreement prior to the Effective Date. The Assuming Party shall indemnify and hold harmless the Assignor from any such claims arising on or after the Effective Date.","Using a mutual indemnification clause without a clear temporal split tied to the effective date. When both parties are responsible for everything with no cutoff, every future dispute involves both parties' indemnification obligations — creating unnecessary litigation exposure.",{"name":315,"plain_english":316,"sample_language":317,"common_mistake":318},"Governing Law and Dispute Resolution","Specifies the jurisdiction whose laws govern the agreement and the mechanism — arbitration, mediation, or litigation — for resolving disputes.","This Agreement shall be governed by and construed in accordance with the laws of [STATE / PROVINCE / COUNTRY], without regard to its conflict-of-law principles. Any dispute arising under this Agreement shall be resolved by [binding arbitration / mediation / litigation] in [CITY, STATE].","Choosing a governing law that differs from the law governing the underlying agreement without a clear explanation. Courts in some jurisdictions will apply the law of the underlying contract to the assumption as well, regardless of a conflicting choice-of-law clause in the assumption agreement.",{"name":320,"plain_english":321,"sample_language":322,"common_mistake":323},"Entire Agreement and Amendments","Confirms that this agreement and the underlying agreement together constitute the full understanding between the parties and that any modification must be in writing.","This Agreement, together with the Underlying Agreement and any schedules attached hereto, constitutes the entire agreement of the parties with respect to the subject matter hereof. No amendment, modification, or waiver of any provision shall be effective unless made in writing and signed by all parties.","Failing to attach or reference the underlying agreement as an exhibit. A court asked to interpret the assumption agreement will need the full text of the original contract; an assumption agreement that stands alone without it creates evidentiary gaps.",{"name":325,"plain_english":326,"sample_language":327,"common_mistake":328},"Notices","Specifies how formal communications between the parties must be delivered — email, certified mail, or overnight courier — and the addresses for each party.","All notices under this Agreement shall be in writing and delivered to the parties at the following addresses: Assignor: [ADDRESS]; Assuming Party: [ADDRESS]; Obligee: [ADDRESS]. Notices sent by certified mail are effective three business days after mailing; notices sent by email are effective upon confirmed receipt.","Listing a personal contact email rather than a corporate or legal department address. When personnel change, notices sent to a departed employee's inbox may never be received, exposing the sender to claims that required notice was never given.",[330,335,340,345,350,355,360,365],{"step":331,"title":332,"description":333,"tip":334},1,"Identify and verify all three parties' legal names","Enter the full registered legal entity names of the Assignor, the Assuming Party, and the Obligee. Confirm each name against corporate registry filings or the signature block of the underlying agreement.","Pull the Obligee's exact name from the original contract header — any mismatch between that name and the assumption agreement can create an enforceability gap.",{"step":336,"title":337,"description":338,"tip":339},2,"Describe the underlying agreement precisely","Enter the full title, date, and parties of the original contract being assumed. Attach a copy of the underlying agreement as Exhibit A so there is no ambiguity about which contract is being transferred.","If the underlying agreement has been amended, reference and attach all amendments — assumption of a contract with unacknowledged amendments can mean the Assuming Party takes on terms they never reviewed.",{"step":341,"title":342,"description":343,"tip":344},3,"Set the effective date","Enter the specific date on which the Assuming Party's obligations begin. This is typically the closing date of a transaction, not the date the assumption agreement is signed.","Build one to two business days of buffer between the signing date and the effective date to allow for funding and delivery of all closing documents.",{"step":346,"title":347,"description":348,"tip":349},4,"Complete the assumption and transfer-of-rights clauses","Confirm that both the obligations and the corresponding rights are transferred. If only a subset of obligations is being assumed — as is common in partial asset sales — specify exactly which obligations are included and excluded.","Enumerate excluded obligations in a schedule rather than by general description; vague carve-outs are the single most litigated element of assumption agreements.",{"step":351,"title":352,"description":353,"tip":354},5,"Draft the indemnification split by effective date","Confirm that the Assignor indemnifies for pre-effective-date breaches and the Assuming Party indemnifies for post-effective-date breaches. Add any caps or baskets agreed during negotiation.","Include a survival clause stating how long indemnification obligations remain in effect after closing — typically 12 to 36 months, or indefinitely for fraud and tax claims.",{"step":356,"title":357,"description":358,"tip":359},6,"Obtain the Obligee's written consent before execution","Send the draft assumption agreement to the Obligee for review and signature before the Assignor and Assuming Party execute. Do not close the transaction without the Obligee's signed consent in hand.","Give the Obligee at least 10 business days to review — rushing consent requests is the most common cause of consent being withheld at the last minute.",{"step":361,"title":362,"description":363,"tip":364},7,"Confirm representations and warranties are current as of closing","Have each party confirm in writing (via a bring-down certificate or closing officer certificate) that their representations and warranties remain true as of the effective date, not just as of the date the agreement was drafted.","A default that arises between signing and closing can void the representations — a bring-down confirmation prevents the Assuming Party from unknowingly taking on an already-breached contract.",{"step":366,"title":367,"description":368,"tip":369},8,"Execute, date, and distribute fully signed copies","All three parties must sign; counter-signature pages are acceptable. Distribute a fully executed copy to each party and, if the underlying contract is recorded (e.g., a mortgage), file the assumption agreement with the applicable recording office.","For real estate-related assumptions, confirm with local counsel whether the assumption agreement must be notarized and recorded to be enforceable against third parties.",[371,375,379,383,387,391],{"mistake":372,"why_it_matters":373,"fix":374},"Proceeding without Obligee consent","Most commercial contracts contain anti-assignment or consent-required provisions. Assuming obligations without the Obligee's written approval constitutes a breach of the underlying agreement, which can trigger termination, acceleration of debt, or damages against both the Assignor and the Assuming Party.","Secure the Obligee's signed consent before the assumption agreement is executed or the closing transaction is funded. Make Obligee consent an express condition precedent to closing.",{"mistake":376,"why_it_matters":377,"fix":378},"No clear effective date separate from the signing date","When a business closes on a different date than the agreement is signed, an ambiguous effective date creates disputes over which party was responsible for obligations — rent, loan payments, or service deliverables — that arose in the interim period.","State the effective date explicitly in its own defined-term section and ensure it matches the closing date or transfer date documented in the broader transaction.",{"mistake":380,"why_it_matters":381,"fix":382},"Assuming obligations without also transferring corresponding rights","A clause that transfers only obligations leaves the Assuming Party performing duties — paying rent, repaying debt, fulfilling service contracts — with no enforceable contractual right to receive the benefits the original party was owed.","Pair every assumption-of-obligations clause with an explicit assignment of rights, and confirm the Obligee's consent covers the rights transfer as well.",{"mistake":384,"why_it_matters":385,"fix":386},"Taking over a contract already in default","Without a representation that the underlying agreement is current and not in breach, the Assuming Party may inherit liability for the Assignor's prior defaults — including unpaid rent, missed payments, or prior service failures — as soon as they sign.","Require the Assignor to represent and warrant that the underlying agreement is in full force, effect, and current as of the effective date, with a corresponding indemnification for any pre-effective-date breach that surfaces after closing.",{"mistake":388,"why_it_matters":389,"fix":390},"Omitting an indemnification cutoff tied to the effective date","A mutual indemnification clause with no temporal split means both parties are potentially liable for the other's claims at any point in time, generating litigation exposure and making it impossible to allocate risk cleanly between pre- and post-closing periods.","Structure indemnification explicitly around the effective date: Assignor indemnifies for all claims arising before it; Assuming Party indemnifies for all claims arising on or after it.",{"mistake":392,"why_it_matters":393,"fix":394},"Not attaching the underlying agreement as an exhibit","An assumption agreement that references but does not attach the original contract creates an evidentiary gap — if the terms of the underlying agreement are later disputed, neither party can establish what was actually assumed.","Attach a complete copy of the underlying agreement (including all amendments) as Exhibit A, and have each party initial the exhibit at signing.",[396,399,402,405,408,411,414,417,420,423],{"question":397,"answer":398},"What is an assumption agreement?","An assumption agreement is a legally binding contract in which a new party (the Assuming Party) formally takes over the obligations — and typically the rights — of an existing party (the Assignor) under a prior contract or debt instrument, with the written consent of the remaining original party (the Obligee). It is commonly used in business acquisitions, commercial lease transfers, real estate transactions, and debt restructurings where one party exits a contractual relationship and a new party steps in.\n",{"question":400,"answer":401},"What is the difference between an assumption agreement and a novation?","Both documents transfer obligations from one party to another, but they operate differently. An assumption agreement transfers the obligations of the original party to a new party while the original contract remains in force — the Assuming Party steps into the Assignor's shoes. A novation goes further: it extinguishes the original contract entirely and replaces it with a new agreement among the three parties. Novation is cleaner for the Assignor because it provides a full legal release; assumption may leave the Assignor contingently liable if the Assuming Party defaults.\n",{"question":403,"answer":404},"Does the Obligee have to consent to an assumption agreement?","In almost all cases, yes. Most commercial contracts, leases, and loan agreements contain provisions that require the counterparty's written consent before obligations can be transferred to a new party. Proceeding without consent typically constitutes a breach of the underlying agreement. For mortgages and commercial loans specifically, a due-on-sale clause will accelerate the entire outstanding balance if the assumption occurs without lender approval. Always secure and document Obligee consent before the assumption takes effect.\n",{"question":406,"answer":407},"What is the difference between an assumption agreement and an assignment agreement?","An assignment agreement transfers rights from one party to another — for example, the right to receive payment or to use licensed software. An assumption agreement goes further by also transferring obligations — the duties and liabilities the original party owed. Most contract transfers in business acquisitions require both: an assignment of rights and an assumption of obligations. If you only need to transfer rights without taking on corresponding duties, use an assignment agreement alone.\n",{"question":409,"answer":410},"Is an assumption agreement legally binding?","Yes, an assumption agreement is generally enforceable when properly executed by all three parties — the Assignor, the Assuming Party, and the Obligee — with each party providing consideration. The agreement creates binding obligations on the Assuming Party and, where the Obligee grants a release, discharges the Assignor from future liability. As with any contract, validity depends on the parties having legal capacity to contract, the agreement being executed before the underlying obligation changes materially, and the terms being sufficiently definite. Consider consulting a lawyer to confirm enforceability in your jurisdiction.\n",{"question":412,"answer":413},"When is an assumption agreement used in a business sale?","In an asset purchase, the buyer typically does not automatically inherit the seller's contracts — each contract must be individually assigned and assumed. An assumption agreement (or a schedule of assumed contracts attached to the asset purchase agreement) documents which contracts the buyer is taking on, confirms the seller's release from those obligations, and secures consent from each counterparty. Without it, the seller remains liable under contracts the buyer is operating, and the buyer has no enforceable right to the benefits those contracts provide.\n",{"question":415,"answer":416},"What happens if the Assuming Party defaults after taking over the obligations?","If the Assuming Party defaults, the Obligee can pursue them directly under the assumption agreement and the underlying contract. Whether the Assignor remains liable depends on whether the Obligee granted a full release. If no release was given — or if the release was conditional and the condition was not met — the Obligee may also have recourse against the Assignor as the original obligor. This is why Assignors should insist on an express, unconditional release as part of any assumption, and why Obligees often resist granting one without assessing the Assuming Party's creditworthiness.\n",{"question":418,"answer":419},"Do I need a lawyer to prepare an assumption agreement?","For straightforward domestic contract transfers — such as a single vendor contract or commercial lease with an arms-length landlord — a well-prepared template may be sufficient. Legal review is strongly recommended for debt assumptions (particularly mortgages and commercial loans), multi-contract business acquisitions, cross-border transactions, any assumption involving regulatory approvals (franchise agreements, licensed activities, regulated industries), and situations where the underlying contract contains complex carve-outs or conditions. A one- to two-hour attorney review typically costs $300–$700 and can prevent disputes worth multiples of that amount.\n",{"question":421,"answer":422},"Does an assumption agreement need to be notarized?","Notarization is not required for most commercial assumption agreements in the United States and Canada. However, when the underlying agreement involves real property — a mortgage, deed of trust, or ground lease — the assumption agreement may need to be notarized and recorded with the county recorder or land registry office to be enforceable against subsequent purchasers or lienholders. Always confirm local recording requirements with counsel before closing a real-estate-related assumption.\n",{"question":424,"answer":425},"What is a partial assumption of obligations?","A partial assumption occurs when the Assuming Party agrees to take over only a defined subset of the Assignor's obligations under the underlying agreement — for example, future payment obligations but not liability for pre-closing warranty claims. Partial assumptions are common in asset sales where the buyer cherry-picks which liabilities to accept. They require careful drafting to enumerate included and excluded obligations precisely; vague descriptions of what is and is not assumed are among the most litigated elements of business acquisition documents.\n",[427,431,435,439],{"industry":428,"icon_asset_id":429,"specifics":430},"Real Estate","industry-real-estate","Mortgage assumptions, ground lease transfers, and commercial lease assignments all require a formal assumption agreement — and in most cases, notarization and recording with the local land registry.",{"industry":432,"icon_asset_id":433,"specifics":434},"Mergers and Acquisitions","industry-mergers-acquisitions","Asset purchase transactions routinely involve schedules of assumed contracts; each material contract requires a standalone or bundled assumption with affirmative Obligee consent to avoid breach and maintain continuity.",{"industry":436,"icon_asset_id":437,"specifics":438},"Financial Services","industry-fintech","Loan and debt assumptions in banking and lending require lender consent under due-on-sale clauses, creditworthiness review of the Assuming Party, and often regulatory approval for insured or government-backed obligations.",{"industry":440,"icon_asset_id":441,"specifics":442},"Franchising","industry-franchise","Franchise agreement transfers between franchisees require the franchisor's consent and typically a formal assumption agreement confirming the new franchisee accepts all operational, royalty, and brand-compliance obligations.",[444,447,450,453],{"vs":88,"vs_template_id":445,"summary":446},"assignment-agreement-D13246","An assignment agreement transfers only the rights of one party to another — such as the right to receive payment or to use intellectual property. An assumption agreement goes further by also transferring the corresponding obligations and liabilities. Most complete contract transfers in business acquisitions require both: an assignment of rights and an assumption of obligations. Use an assignment alone only when you need to pass benefits without passing duties.",{"vs":104,"vs_template_id":448,"summary":449},"novation-agreement-D13250","A novation extinguishes the original contract entirely and substitutes a new agreement among three parties, giving the Assignor a clean legal release. An assumption agreement preserves the original contract and transfers obligations within it, which may leave the Assignor contingently liable if the Assuming Party defaults and no full release was granted. Novation offers greater finality for the exiting party; assumption is more common where the Obligee is unwilling to grant a full release.",{"vs":117,"vs_template_id":451,"summary":452},"asset-purchase-agreement-D13220","An asset purchase agreement governs the entire sale of a business's assets, including the price, representations, and closing conditions. An assumption agreement is a component document within that transaction — it handles specifically which contracts and liabilities the buyer is taking on. In complex acquisitions, a schedule of assumed contracts is attached to the asset purchase agreement and each material contract is individually assumed.",{"vs":133,"vs_template_id":454,"summary":455},"indemnification-agreement-D13248","An indemnification agreement allocates responsibility for losses and liabilities between parties but does not transfer contractual obligations from one party to another. An assumption agreement includes indemnification provisions, but its primary purpose is the operative transfer of obligations. Use a standalone indemnification agreement when you need to allocate risk without changing who is a party to the underlying contract.",{"use_template":457,"template_plus_review":461,"custom_drafted":465},{"best_for":458,"cost":459,"time":460},"Single commercial contract transfers or lease assumptions with a cooperative Obligee and no regulatory complications","Free","30–60 minutes",{"best_for":462,"cost":463,"time":464},"Business sales involving multiple assumed contracts, cross-border transfers, or commercial lease assumptions with complex landlord consent requirements","$300–$700","2–5 business days",{"best_for":466,"cost":467,"time":468},"Debt and mortgage assumptions, regulated-industry contract transfers (franchises, licensed activities), M&A transactions with material assumed liabilities","$1,500–$5,000+","1–3 weeks",[470,475,480,485],{"code":471,"name":472,"flag_asset_id":473,"note":474},"us","United States","flag-us","No single federal statute governs assumption agreements — enforceability is determined by state contract law and the terms of the underlying agreement. Due-on-sale clauses in federally backed mortgages (Fannie Mae, Freddie Mac, FHA, VA) require lender approval before any assumption. California, New York, and Texas each have their own statutes affecting lease assignment consent requirements. Real-property-related assumptions typically require notarization and county recording.",{"code":476,"name":477,"flag_asset_id":478,"note":479},"ca","Canada","flag-ca","Assumption agreements are governed by provincial contract law; requirements differ between common-law provinces and Quebec (Civil Code). In Quebec, transfer of contractual obligations requires the obligee's express consent and may constitute a legal delegation rather than an assumption under civil law principles. Commercial mortgage assumptions in Ontario and British Columbia require lender approval and are often subject to additional transfer taxes. French-language requirements apply to contracts involving Quebec-regulated entities.",{"code":481,"name":482,"flag_asset_id":483,"note":484},"uk","United Kingdom","flag-uk","English law does not recognize a true assumption of obligations without the counterparty's consent — the mechanism is typically novation for full release or assignment of benefit with the original party remaining liable for the burden. Commercial lease assignments in England and Wales are governed by the Landlord and Tenant (Covenants) Act 1995, which limits authorized guarantee agreements. Scotland has a separate property law regime under the Land Registration (Scotland) Act 2012 that affects recording requirements.",{"code":486,"name":487,"flag_asset_id":488,"note":489},"eu","European Union","flag-eu","Civil law jurisdictions across the EU — France, Germany, Spain, Italy, and others — each have distinct rules governing the transfer of contractual obligations, generally requiring explicit creditor consent. Germany's BGB (§415) requires obligee ratification for an effective debt assumption. GDPR implications arise when the assumed contract involves processing personal data, as the assumption may constitute a change of data controller or processor requiring updated data processing agreements and, in some cases, notification to data subjects.",[237,240,230,491,492,493,494,495,496,497,498,499],"indemnification-agreement-D13016","non-disclosure-agreement-nda-D12692","letter-of-intent_acquisition-of-business-D5197","bill-of-sale-D1229","asset-purchase-agreement-for-a-retail-business-D931","lease-agreement-D1179","promissory-note-D434","personal-guarantee-D405","unilateral-liability-release-D1045",{"emit_how_to":190,"emit_defined_term":190},{"primary_folder":97,"secondary_folder":502,"document_type":503,"industry":504,"business_stage":505,"tags":506,"confidence":512},"transfers-terminations-and-releases","agreement","general","all-stages",[507,508,509,510,511],"contract","legal","assumption-agreement","transfer","obligation",0.95,"\u003Ch2>What is an Assumption Agreement?\u003C/h2>\n\u003Cp>An \u003Cstrong>Assumption Agreement\u003C/strong> is a legally binding contract in which a new party — the Assuming Party — formally takes over the rights and obligations of an existing party under a prior contract or debt instrument, with the written consent of the remaining original counterparty (the Obligee). Unlike a simple assignment, which transfers only benefits, an assumption agreement transfers the full contractual position: both the duties owed and the rights to receive performance. It is a foundational document in business acquisitions, commercial real estate transactions, and debt restructurings, providing the legal mechanism by which one party exits a contractual relationship and a new party steps in without the underlying agreement needing to be renegotiated or rewritten from scratch.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a properly executed assumption agreement, a business buyer who begins operating under a seller's contracts has no enforceable right to the benefits those contracts provide and no documented release protecting the seller from ongoing liability. Landlords, lenders, and service providers retain the right to treat an unauthorized transfer as a breach — and in the case of commercial mortgages, to accelerate the full loan balance under a due-on-sale clause. For the Assuming Party, proceeding without the document means inheriting undisclosed defaults with no indemnification protection and no clarity on which obligations actually transferred. For the Assignor, it means remaining contingently liable for every obligation the buyer was supposed to take over. This template gives all three parties a structured, clearly drafted starting point that closes those gaps — defining the effective date, splitting indemnification cleanly, and building in the Obligee's consent so the transfer is enforceable from day one.\u003C/p>\n",1779480642689]