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Liability Assumption Agreement

Liability Assumption Agreement Template for Austria

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Key Requirements PROMPT example:

Liability Assumption Agreement

"I need a Liability Assumption Agreement under Austrian law for our corporate restructuring where our subsidiary ABC GmbH will assume all existing loan obligations (approximately €2.5M) from parent company XYZ AG, with completion targeted for March 2025."

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Document background
The Liability Assumption Agreement (Schuldübernahme) is a crucial legal instrument under Austrian law used when one party wishes to take over the debt or liability obligations of another party. This document becomes necessary in various business scenarios, including corporate restructuring, asset purchases, or debt refinancing arrangements. The agreement must comply with Austrian Civil Code (ABGB) requirements, particularly focusing on explicit creditor consent and clear delineation of the assumed obligations. It typically includes detailed information about the original liability, terms of assumption, any securities or guarantees, and the specific conditions under which the transfer takes effect. The document is particularly important in ensuring legal certainty and protecting the interests of all parties involved, while maintaining compliance with Austrian regulatory requirements and commercial practices.
Suggested Sections

1. Parties: Identification of the original debtor, the new debtor assuming the liability, and the creditor

2. Background: Context of the original debt/liability and the reasons for the transfer

3. Definitions: Definitions of key terms used throughout the agreement

4. Subject Matter of Assumption: Detailed description of the liability being assumed, including amount, nature, and scope

5. Terms of Assumption: Specific conditions and terms under which the liability is being transferred

6. Effective Date: When the assumption of liability takes effect

7. Representations and Warranties: Statements of fact and assurances from all parties regarding their capacity and authority

8. Rights and Obligations: Detailed outline of the rights and obligations of each party after the assumption

9. Notices: Process and requirements for formal communications between parties

10. Governing Law and Jurisdiction: Confirmation of Austrian law application and jurisdiction for disputes

11. Execution: Signature blocks and execution requirements

Optional Sections

1. Security and Guarantees: Additional security arrangements or guarantees provided by the new debtor

2. Regulatory Compliance: Specific provisions required for regulated industries or transactions

3. Third Party Consents: Requirements and processes for obtaining necessary third-party approvals

4. Tax Provisions: Specific tax implications and responsibilities related to the liability transfer

5. Release of Original Debtor: Terms for complete release of original debtor (for complete assumption rather than cumulative)

6. Step-In Rights: Conditions under which other parties may step in to assume obligations

7. Insurance Requirements: Specific insurance obligations of the new debtor

Suggested Schedules

1. Schedule A - Details of Assumed Liability: Comprehensive list and details of all liabilities being assumed

2. Schedule B - Payment Terms: Detailed payment schedules, interest rates, and payment mechanisms

3. Schedule C - Existing Security Arrangements: Details of any existing security or collateral arrangements

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

5. Appendix 1 - Original Liability Documentation: Copies of original contracts or agreements creating the liability

6. Appendix 2 - Corporate Authorizations: Copies of corporate resolutions or authorizations for the assumption

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant Industries

Banking and Financial Services

Real Estate

Construction

Manufacturing

Insurance

Energy

Infrastructure

Healthcare

Telecommunications

Transportation and Logistics

Professional Services

Retail

Relevant Teams

Legal

Finance

Treasury

Risk Management

Compliance

Corporate Secretariat

Credit Control

Business Development

Mergers & Acquisitions

Account Management

Relevant Roles

Chief Financial Officer

Legal Counsel

Finance Director

Risk Manager

Treasury Manager

Corporate Secretary

Compliance Officer

Financial Controller

Business Development Director

Mergers & Acquisitions Manager

Credit Manager

Debt Restructuring Specialist

Corporate Lawyer

Financial Analyst

Account Manager

Industries
Austrian Civil Code (ABGB) §§ 1404-1410: Core provisions governing the assumption of debt (Schuldübernahme) in Austrian law, including requirements for validity and effects of the transfer
Austrian Civil Code (ABGB) §§ 859-937: General provisions on contract formation, validity, and interpretation under Austrian law
Consumer Protection Act (KSchG) § 2: Mandatory provisions for contracts involving consumers, including specific form requirements and information obligations
Austrian Commercial Code (UGB) §§ 343-372: Special provisions for commercial transactions if the liability assumption is between businesses
General Civil Code (ABGB) §§ 914-916: Rules on contract interpretation and the principle of good faith in Austrian contract law
Statute of Limitations Act (ABGB) §§ 1478-1502: Provisions regarding time limitations for claims and obligations being transferred
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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