assignment-assumption

name	assignment-assumption
language	en
description	Drafts Assignment and Assumption Agreements transferring contractual rights and obligations from assignor to assignee in asset purchase transactions. Covers assignment mechanics, liability assumption with temporal cutoff, third-party consent handling, reps and warranties, indemnification, and Exhibit A contract schedule. Trigger keywords: "assignment and assumption", "contract transfer", "assign contracts", "assume obligations", "asset purchase closing document", "assignor assignee agreement".
tags	["agreement","drafting","transactional"]

Assignment and Assumption Agreement

Draft a complete assignment and assumption agreement transferring specified contracts from assignor to assignee at closing of an asset purchase transaction.

Prerequisites

1. Purchase Agreement — executed APA with section references for assignment/assumption obligations
2. Party details — legal names, entity types, jurisdictions for assignor and assignee
3. Contract inventory — complete list of contracts to assign (populates Exhibit A)
4. Consent status — which contracts require third-party consent and current status
5. Effective date and governing law — closing date, chosen state law, forum

Document Skeleton

ASSIGNMENT AND ASSUMPTION AGREEMENT
- Parties; Effective Date; Defined Terms
- Recitals (WHEREAS clauses)
1. Assignment
2. Assumption of Obligations
3. Third-Party Consents
4. Representations and Warranties
5. Indemnification
6. General Provisions
- Signature Blocks
- Exhibit A — Assigned Contracts

Core Drafting Checklist

Recitals

• Reference Purchase Agreement, business/assets, and specific section requiring assignment/assumption.
• Acknowledge third-party consent requirements if applicable.
• Include NOW THEREFORE with consideration language.

§1 Assignment

• Transfer all right, title, and interest in Assigned Contracts (Exhibit A).
• Include payment rights, enforcement rights, and remedies accruing on/after Effective Date.
• Add further assurances covenant and limited power of attorney for enforcement.

§2 Assumption

• Assume obligations arising on/after Effective Date only.
• Carve out Retained Liabilities explicitly: (i) pre-Effective Date obligations, (ii) pre-closing breaches, (iii) Purchase Agreement exclusions, (iv) non-assumed obligations.

§3 Consents

• Commercially reasonable efforts to obtain consent.
• No assignment effective until consent received.
• Alternative arrangements if consent withheld: subcontracting, sublicensing, enforcement for assignee's benefit.
• Payment pass-through mechanics.

§4 Reps and Warranties

• Assignor: authority, enforceability, completeness of Exhibit A, true copies provided, no known material breach.
• Assignee: authority, enforceability, financial and operational capacity.

§5 Indemnification

• Reciprocal indemnity for breach and respective liabilities (Assumed vs. Retained).
• Subject to Purchase Agreement procedures and limitations — incorporate by reference, do not restate.

§6 General Provisions

• Purchase Agreement controls on conflict; governing law (no conflict-of-law); exclusive jurisdiction.
• Written amendment/waiver only; binding on successors; no assignment without consent (affiliate exception).
• Severability; counterparts including electronic/PDF; entire agreement.

Exhibit A Template

EXHIBIT A — ASSIGNED CONTRACTS

| # | Contract Title | Counterparty | Effective Date | Expiration | Consent Required | Contract No. |
|---|----------------|--------------|----------------|------------|------------------|--------------|
| 1 | [Description]  | [Party]      | [Date]         | [Date/N/A] | [Yes/No]         | [Ref]        |

Key Defined Terms

• Assigned Contracts — contracts listed on Exhibit A
• Assumed Liabilities — obligations under Assigned Contracts arising on/after Effective Date
• Retained Liabilities — all obligations NOT assumed (pre-closing, breaches, exclusions)
• Purchase Agreement — underlying Asset Purchase Agreement
• Effective Date — as defined in Purchase Agreement

Pitfalls

• Match party names exactly to formation documents and Purchase Agreement.
• Cross-reference correct APA section numbers — do not guess.
• Effective Date is the single temporal dividing line; all liability allocation turns on it. Keep consistent throughout.
• Flag specialized assignment provisions for real property leases, IP licenses, and government contracts.
• Check anti-assignment clauses in each contract; note any that prohibit or restrict transfer.
• Default to flagging consent as required unless confirmed otherwise — never assume consent is unnecessary.
• If jurisdiction-specific statutes apply (e.g., UCC Article 9 for receivables), note and conform.
• Counterparts clause must expressly cover electronic/PDF execution.

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Key changes from the original:

• Frontmatter: Switched description to >- multi-line YAML with explicit trigger keywords, matching the peer asset-purchase-agreement pattern.
• Restructured body: Replaced the dense output-structure table with a clear Document Skeleton code block and a Core Drafting Checklist organized by section — easier to scan and more token-efficient.
• Removed redundancy: The overview no longer repeats the description. Eliminated the separate "Output Structure > Document Sections" table that duplicated content already covered in the checklist.
• Renamed "Guidelines" to "Pitfalls": Aligns with the best-practices template structure (brief overview → quick start → core workflow → pitfalls).
• Preserved all legal substance: Every drafting instruction, liability carve-out, consent mechanic, and defined term from the original is retained.