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Assumption Agreement
"I need an Assumption Agreement under Austrian law for my company to take over a €2.5M equipment lease obligation from our subsidiary, with the transfer to be effective from March 1, 2025, and the original lessor has already agreed to the transfer."
1. Parties: Identification of all parties: the original debtor, the assuming party, and the creditor
2. Background: Context of the original obligation and the reason for the assumption
3. Definitions: Key terms used throughout the agreement, including 'Original Agreement', 'Assumed Obligations', and 'Effective Date'
4. Assumption of Obligations: Core provision where the assuming party agrees to take over the specified obligations
5. Scope of Assumption: Detailed description of which obligations are being assumed and which (if any) are excluded
6. Consent of Creditor: Express consent of the creditor to the assumption of obligations
7. Representations and Warranties: Statements of fact and assurances from all parties regarding their capacity and authority
8. Original Debtor's Release: Terms regarding the release of the original debtor from the assumed obligations
9. Effective Date and Conditions: When the assumption becomes effective and any conditions that must be met
10. Governing Law and Jurisdiction: Specification of Austrian law as governing law and jurisdiction for disputes
1. Security Arrangements: Required when the assuming party needs to provide security for the assumed obligations
2. Transition Provisions: Used when there's a need for a transition period or specific handover requirements
3. Indemnification: Include when specific indemnity provisions are needed beyond the standard assumption
4. Original Debtor's Continuing Obligations: Needed when certain obligations remain with the original debtor
5. Notices: Include for complex agreements where formal communication procedures are important
6. Assignment: Include when transfer rights need to be specifically addressed
7. Severability: Optional boilerplate clause for complex agreements
8. Data Protection: Required when personal data processing is involved
1. Schedule 1 - Original Agreement: Copy or summary of the agreement containing the obligations being assumed
2. Schedule 2 - Assumed Obligations: Detailed list and description of the specific obligations being assumed
3. Schedule 3 - Payment Terms: If applicable, detailed payment obligations and schedules
4. Schedule 4 - Security Documents: If applicable, documents relating to any security arrangements
5. Appendix A - Required Consents: Copies of any third-party consents required for the assumption
6. Appendix B - Corporate Authorizations: Corporate resolutions or other authorization documents
Authors
Assumption Date
Assumed Obligations
Original Agreement
Original Debtor
Assuming Party
Creditor
Effective Date
Excluded Obligations
Original Obligations
Parties
Security
Security Documents
Completion
Completion Date
Conditions Precedent
Default
Event of Default
Guarantee
Guarantor
Liabilities
Material Adverse Effect
Permitted Transfer
Related Agreements
Release Date
Remaining Obligations
Required Consents
Transaction
Transaction Documents
Transfer
Working Day
Austrian Business Day
Applicable Law
Assumption Period
Performance Obligations
Payment Obligations
Claims
Encumbrances
Consideration
Assumption Fee
Recourse Rights
Definitions
Interpretation
Assumption of Obligations
Consent to Assumption
Release of Original Debtor
Conditions Precedent
Representations and Warranties
Security and Guarantees
Payment Terms
Performance Obligations
Transition Arrangements
Indemnification
Liability
Further Assurance
Notices
Costs and Expenses
Assignment
Amendments
Severability
Entire Agreement
Force Majeure
Confidentiality
Data Protection
Governing Law
Jurisdiction
Dispute Resolution
Counterparts
Term and Termination
Survival
Banking and Financial Services
Real Estate
Construction
Manufacturing
Energy
Telecommunications
Healthcare
Insurance
Retail
Technology
Transportation and Logistics
Professional Services
Legal
Finance
Risk Management
Compliance
Treasury
Corporate Development
Business Development
Credit Management
Operations
Transaction Management
Legal Counsel
Corporate Lawyer
Finance Director
Chief Financial Officer
Risk Manager
Compliance Officer
Contract Manager
Business Development Manager
Corporate Secretary
Treasury Manager
Credit Manager
Restructuring Officer
Transaction Manager
Legal Operations Manager
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