| name | assignment-assumption |
| title | Assignment and Assumption Agreement |
| 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". |
| author | CaseMark |
| author_url | https://github.com/CaseMark/skills/tree/main/skills/legal/assignment-assumption |
| license | Apache-2.0 |
| version | 0.1.0 |
| execution_mode | open |
| jurisdiction | us |
| practice | corporate |
| language | en |
| 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
- Purchase Agreement — executed APA with section references for assignment/assumption obligations
- Party details — legal names, entity types, jurisdictions for assignor and assignee
- Contract inventory — complete list of contracts to assign (populates Exhibit A)
- Consent status — which contracts require third-party consent and current status
- 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.
