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1. Parties: Identification of all parties: Original Obligor, New Obligor (Assuming Party), and Creditor/Counterparty
2. Background: Context of the original obligation and reason for the assumption
3. Definitions: Key terms used throughout the agreement, including 'Assumed Obligations', 'Effective Date', and 'Original Agreement'
4. Assumption of Obligations: Core provision where New Obligor assumes specified obligations of Original Obligor
5. Consent of Creditor: Express consent of the Creditor/Counterparty to the assumption of obligations
6. Effective Date: Specification of when the assumption becomes effective
7. Original Obligor Release: Terms of release of the Original Obligor from the assumed obligations
8. Representations and Warranties: Basic representations regarding authority and capacity to enter into the agreement
9. Governing Law and Jurisdiction: Specification of Swiss law as governing law and jurisdiction for disputes
10. Notices: Contact details and method for formal communications between parties
11. Counterparts: Provision allowing execution in multiple counterparts
12. Language: Specification of the controlling language version of the agreement
1. Regulatory Compliance: Required when the assumption involves regulated industries or requires regulatory approvals
2. Security Arrangements: Needed when existing security needs to be transferred or new security is being provided
3. Tax Provisions: Include when the assumption has significant tax implications for any party
4. Conditions Precedent: Required when the assumption is contingent on certain events or approvals
5. Partial Assumption: Include when only certain obligations are being assumed while others remain with the Original Obligor
6. Further Assurance: Optional clause requiring parties to execute additional documents if needed
7. Costs and Expenses: Include when there's a need to specify responsibility for transaction costs
8. Confidentiality: Required when sensitive commercial information is involved
1. Schedule 1 - Assumed Obligations: Detailed list or description of the obligations being assumed
2. Schedule 2 - Original Agreement: Copy or extract of the original agreement containing the obligations being assumed
3. Schedule 3 - Related Security Documents: List and copies of any security documents related to the assumed obligations
4. Schedule 4 - Required Consents: List of third-party or regulatory consents required for the assumption
5. Appendix A - Form of Notice: Template for notifying relevant third parties of the assumption
6. Appendix B - Completion Requirements: Checklist of actions required to complete the assumption process
Assumed Obligations
Assumption Date
Business Day
Completion
Completion Date
Creditor
Effective Date
Encumbrance
Event of Default
Existing Security
Governing Law
New Obligor
Notice
Original Agreement
Original Obligor
Outstanding Amount
Parties
Related Rights
Relevant Jurisdiction
Required Consents
Security Documents
Signing Date
Swiss Business Day
Transaction Documents
Transfer Date
Underlying Documents
Consent and Release
Conditions Precedent
Representations and Warranties
Consideration
Security Arrangements
Further Assurance
Notices
Assignment
Amendments
Severability
Entire Agreement
Force Majeure
Counterparts
Governing Law
Jurisdiction
Confidentiality
Costs and Expenses
Third Party Rights
Regulatory Compliance
Data Protection
Anti-Money Laundering
Indemnification
Default
Remedies
Language
Banking and Financial Services
Insurance
Real Estate
Manufacturing
Construction
Healthcare
Technology
Telecommunications
Energy
Infrastructure
Professional Services
Retail
Legal
Finance
Treasury
Compliance
Risk Management
Corporate Development
Mergers & Acquisitions
Corporate Secretariat
Business Development
Contract Management
Legal Counsel
Corporate Lawyer
Finance Director
Chief Financial Officer
Risk Manager
Compliance Officer
Corporate Secretary
Treasury Manager
Contract Manager
Business Development Manager
M&A Director
Restructuring Officer
General Counsel
Senior Legal Advisor
Financial Controller
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