The Assumption Agreement (Schuldübernahme) is a crucial document in German business and financial transactions where one party needs to take over the obligations of another. This document is commonly used in corporate restructurings, M&A transactions, or debt refinancing scenarios. It must comply with the specific requirements of German law, particularly Sections 414-418 of the German Civil Code (BGB), which govern the assumption of debt. The agreement requires careful drafting to ensure all essential elements are included: clear identification of the assumed obligations, explicit creditor consent, and proper documentation of the transfer of responsibilities. It's particularly important in scenarios involving corporate group reorganizations, business sales, or when companies need to reallocate their debt obligations.
Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.
Your data doesn't train Genie's AI
You keep IP ownership of your docs
Alternatively...
1. Parties: Identification of all parties: Original Debtor, New Debtor, and Creditor, including full legal names and addresses
2. Background: Context of the assumption, including reference to the original obligation and the reason for the assumption
3. Definitions: Definitions of key terms used in the agreement, including 'Assumed Obligations', 'Effective Date', and 'Original Agreement'
4. Subject Matter of Assumption: Detailed description of the obligations being assumed, with reference to the Original Agreement
5. Assumption of Obligations: Express provision stating the new debtor's assumption of the specified obligations and the original debtor's release
6. Effective Date: Specification of when the assumption becomes effective
7. Representations and Warranties: Basic representations from both original and new debtor regarding authority and capacity
8. Creditor's Consent: Express consent of the creditor to the assumption of debt
9. Governing Law: Specification of German law as governing law
10. Execution: Signature blocks for all parties
1. Security and Guarantees: Details of any security or guarantees to be provided by the new debtor, used when additional security is required
2. Conditions Precedent: Any conditions that must be met before the assumption becomes effective, used in complex transactions
3. Transitional Provisions: Provisions governing the transition period, used when there are ongoing obligations
4. Indemnification: Provisions for indemnification between parties, used when specific risks need to be allocated
5. Notices: Formal requirements for notices between parties, used in longer-term arrangements
6. Severability: Standard severability clause, used when greater certainty about partial invalidity is needed
7. Costs and Expenses: Allocation of costs related to the assumption, used when significant costs are involved
1. Schedule 1 - Assumed Obligations: Detailed list and description of all obligations being assumed
2. Schedule 2 - Original Agreement: Copy or extract of the original agreement containing the obligations
3. Schedule 3 - Related Security Documents: List and copies of any security documents related to the assumed obligations
4. Schedule 4 - Consent Requirements: List of any third-party consents required and their status
5. Schedule 5 - Outstanding Amounts: Statement of any outstanding amounts as of the effective date
Authors
Find the document you need
Assignment Of Purchase Agreement
A German law agreement transferring rights and obligations under an existing purchase agreement from one party to another, compliant with German Civil Code requirements.
Download
Assignment And Novation Agreement
A German law-governed agreement facilitating the transfer of contractual rights and obligations from one party to another, with the consent of the remaining original contract party.
Download
Assignment Of Proceeds Agreement
A German law-governed agreement transferring rights to receive payments or proceeds from an Assignor to an Assignee.
Download
Assignment And Assumption Agreement
A German law agreement facilitating the transfer of contractual rights and obligations from one party to another, governed by the German Civil Code (BGB).
Download
Copyright Assignment Agreement
A legal agreement for transferring copyright usage rights under German law, complying with the Urheberrechtsgesetz and preserving author's moral rights.
Download
Assumption Agreement
A German law-governed agreement where one party assumes the obligations of another party towards a creditor, structured under the German Civil Code (Schuldübernahme).
Download
Employee Invention Assignment And Confidentiality Agreement
German law-compliant agreement governing employee inventions and confidentiality obligations, aligned with Arbeitnehmererfindungsgesetz requirements.
Download
Employee Invention Agreement
A German law-compliant agreement governing employee inventions, their disclosure, ownership rights, and compensation under the Arbeitnehmererfindungsgesetz.
Download
Debt Assignment And Assumption Agreement
A German law-governed agreement that transfers debt obligations from one creditor to another, including assumption of debt obligations and associated rights.
Download
Contract Assignment Agreement
A German law agreement transferring contractual rights and obligations from one party to another, governed by the German Civil Code (BGB).
Download
Assignment Of Rights Agreement
A German law-governed agreement facilitating the formal transfer of rights from an Assignor to an Assignee, structured according to BGB requirements.
Download
Genie’s Security Promise
Genie is the safest place to draft. Here’s how we prioritise your privacy and security.
Your data is private:
We do not train on your data; Genie’s AI improves independently
All data stored on Genie is private to your organisation
Your documents are protected:
Your documents are protected by ultra-secure 256-bit encryption
We are ISO27001 certified, so your data is secure
Organizational security:
You retain IP ownership of your documents and their information
You have full control over your data and who gets to see it
