Assignment Of Liabilities Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Assignment Of Liabilities Agreement

"I need an Assignment of Liabilities Agreement for transferring all outstanding supplier payment obligations from my UAE mainland company to our new free zone entity, with the transfer to be effective from March 1, 2025."

What is a Assignment Of Liabilities Agreement?

The Assignment Of Liabilities Agreement is a crucial document used in the United Arab Emirates for transferring financial or contractual obligations from one party to another. This document is particularly relevant in scenarios involving corporate restructuring, debt refinancing, or business acquisitions. It must comply with UAE Federal Law No. 5 of 1985 (Civil Code), relevant commercial regulations, and Sharia principles. The agreement typically includes detailed specifications of the liabilities being transferred, conditions for transfer, necessary approvals, and relevant warranties. It's commonly used in the UAE's dynamic business environment where corporate restructuring and financial transactions frequently require the formal transfer of obligations. The document needs to address specific UAE legal requirements, including potential free zone regulations if applicable, and must be structured to ensure enforceability under UAE law.

What sections should be included in a Assignment Of Liabilities Agreement?

1. Parties: Identifies and defines the Assignor (transferring the liabilities), the Assignee (accepting the liabilities), and any other relevant parties

2. Background: Explains the context of the assignment, including the origin of the liabilities and the reason for the assignment

3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes rules of interpretation

4. Assignment: Core section detailing the liabilities being assigned and the terms of the assignment

5. Consideration: Specifies any payment or other consideration for the assignment

6. Effective Date: Establishes when the assignment takes effect and any conditions precedent

7. Assignor's Warranties: Warranties given by the Assignor regarding the liabilities being assigned

8. Assignee's Warranties: Warranties given by the Assignee regarding their capacity to accept the assignment

9. Indemnities: Mutual indemnification provisions protecting parties against breaches

10. Further Assurance: Obligations to execute additional documents or take further actions if needed

11. Notices: Specifies how formal notices under the agreement should be given

12. Governing Law and Jurisdiction: Confirms UAE law as governing law and specifies jurisdiction for disputes

What sections are optional to include in a Assignment Of Liabilities Agreement?

1. Third Party Consents: Required when assignment of certain liabilities needs consent from third parties

2. Security Arrangements: Include when additional security is provided for the assigned liabilities

3. Tax Provisions: Include when the assignment has significant tax implications

4. Confidentiality: Include when sensitive information is involved in the assignment

5. Assignment and Novation: Include when parties need ability to further assign rights/obligations

6. Sharia Compliance: Include when agreement needs explicit confirmation of Sharia compliance

7. Step-In Rights: Include when assignee needs rights to step into existing contracts

8. Currency Provisions: Include when liabilities are in multiple currencies

What schedules should be included in a Assignment Of Liabilities Agreement?

1. Schedule of Assigned Liabilities: Detailed list and description of all liabilities being assigned

2. Related Contracts: List of contracts giving rise to or related to the assigned liabilities

3. Payment Schedule: If applicable, schedule of payments for consideration or assigned liabilities

4. Required Consents: List of required third-party consents and their status

5. Form of Notice to Third Parties: Template notice informing relevant third parties of the assignment

6. Security Documents: Copies or details of any security arrangements

7. Corporate Authorizations: Copies of relevant corporate approvals and authorizations

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Relevant Industries

Banking and Financial Services

Real Estate and Construction

Manufacturing

Trading and Distribution

Healthcare

Technology

Energy and Utilities

Professional Services

Retail

Hospitality

Insurance

Transportation and Logistics

Relevant Teams

Legal

Finance

Treasury

Risk Management

Compliance

Corporate Secretariat

Mergers & Acquisitions

Business Development

Executive Management

Restructuring

Relevant Roles

Chief Financial Officer

Finance Director

Legal Counsel

Corporate Lawyer

Risk Manager

Treasury Manager

Financial Controller

Compliance Officer

Company Secretary

Business Development Director

Mergers & Acquisitions Director

Restructuring Manager

Chief Executive Officer

Chief Legal Officer

Debt Management Officer

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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