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Assumption Agreement
"I need an Assumption Agreement under Irish law where ABC Manufacturing Limited will assume all equipment lease obligations from XYZ Industries, with the transfer to be effective from March 1, 2025, and the original obligor to be fully released."
1. Parties: Identifies all parties to the agreement: the original obligor, the assuming party, and the beneficiary/creditor
2. Background: Recitals explaining the context of the original obligation and the reason for the assumption
3. Definitions: Defines key terms used throughout the agreement, including references to the original agreement and assumed obligations
4. Assumption of Obligations: Core provision where the assuming party expressly assumes the specified obligations
5. Scope of Assumption: Details which obligations are being assumed and which (if any) are excluded
6. Original Obligor's Position: Clarifies whether the original obligor is released from obligations or remains secondarily liable
7. Representations and Warranties: Standard representations from all parties, particularly regarding authority and capacity
8. Effective Date: Specifies when the assumption becomes effective
9. Governing Law and Jurisdiction: Specifies Irish law as governing law and Irish courts' jurisdiction
10. Execution: Signature blocks for all parties
1. Conditions Precedent: Include when the assumption is contingent on certain conditions being met
2. Guarantees: Include when additional security or guarantees are being provided for the assumed obligations
3. Regulatory Compliance: Include when the assumption requires regulatory approvals or notifications
4. Indemnification: Include when specific indemnities are required beyond the standard assumption provisions
5. Notice Requirements: Include when specific notice procedures need to be followed for the assumption
6. Assignment: Include when parties need the ability to assign rights under the assumption agreement
7. Costs and Expenses: Include when there are specific provisions about who bears the costs of the assumption
1. Schedule 1 - Original Agreement: Copy or details of the agreement containing the obligations being assumed
2. Schedule 2 - Assumed Obligations: Detailed list of specific obligations being assumed
3. Schedule 3 - Excluded Obligations: List of obligations specifically excluded from the assumption (if any)
4. Schedule 4 - Required Consents: List of third-party or regulatory consents required for the assumption
5. Schedule 5 - Related Security Documents: Details of any security documents or guarantees related to the assumed obligations
6. Appendix A - Form of Notice: Template for notices to be given to relevant parties regarding the assumption
7. Appendix B - Conditions Precedent Documents: List and copies of required conditions precedent documents
Authors
Banking and Finance
Real Estate
Construction
Manufacturing
Energy
Technology
Healthcare
Retail
Insurance
Transportation and Logistics
Professional Services
Telecommunications
Legal
Finance
Compliance
Risk Management
Treasury
Corporate Development
Operations
Contract Administration
Mergers & Acquisitions
Project Management
Business Development
Legal Counsel
Corporate Lawyer
Finance Director
Chief Financial Officer
Risk Manager
Compliance Officer
Contract Manager
Business Development Manager
Corporate Secretary
Treasury Manager
Mergers & Acquisitions Director
Restructuring Officer
Project Finance Manager
Operations Director
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