assignment and assumption vs bill of sale

Understanding an assignment and assumption agreement

Need to assign your rights and duties under a contract? Learn more about the basics of an assignment and assumption agreement.

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by   Belle Wong, J.D.

Belle Wong, is a freelance writer specializing in small business, personal finance, banking, and tech/SAAS. She ...

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Updated on: November 24, 2023 · 3min read

The assignment and assumption agreement

The basics of assignment and assumption, filling in the assignment and assumption agreement.

While every business should try its best to meet its contractual obligations, changes in circumstance can happen that could necessitate transferring your rights and duties under a contract to another party who would be better able to meet those obligations.

If you find yourself in such a situation, and your contract provides for the possibility of assignment, an assignment and assumption agreement can be a good option for preserving your relationship with the party you initially contracted with, while at the same time enabling you to pass on your contractual rights and duties to a third party.

An assignment and assumption agreement is used after a contract is signed, in order to transfer one of the contracting party's rights and obligations to a third party who was not originally a party to the contract. The party making the assignment is called the assignor, while the third party accepting the assignment is known as the assignee.

In order for an assignment and assumption agreement to be valid, the following criteria need to be met:

• The initial contract must provide for the possibility of assignment by one of the initial contracting parties.
• The assignor must agree to assign their rights and duties under the contract to the assignee.
• The assignee must agree to accept, or "assume," those contractual rights and duties.
• The other party to the initial contract must consent to the transfer of rights and obligations to the assignee.

A standard assignment and assumption contract is often a good starting point if you need to enter into an assignment and assumption agreement. However, for more complex situations, such as an assignment and amendment agreement in which several of the initial contract terms will be modified, or where only some, but not all, rights and duties will be assigned, it's a good idea to retain the services of an attorney who can help you draft an agreement that will meet all your needs.

When you're ready to enter into an assignment and assumption agreement, it's a good idea to have a firm grasp of the basics of assignment:

• First, carefully read and understand the assignment and assumption provision in the initial contract. Contracts vary widely in their language on this topic, and each contract will have specific criteria that must be met in order for a valid assignment of rights to take place.
• All parties to the agreement should carefully review the document to make sure they each know what they're agreeing to, and to help ensure that all important terms and conditions have been addressed in the agreement.
• Until the agreement is signed by all the parties involved, the assignor will still be obligated for all responsibilities stated in the initial contract. If you are the assignor, you need to ensure that you continue with business as usual until the assignment and assumption agreement has been properly executed.

Unless you're dealing with a complex assignment situation, working with a template often is a good way to begin drafting an assignment and assumption agreement that will meet your needs. Generally speaking, your agreement should include the following information:

• Identification of the existing agreement, including details such as the date it was signed and the parties involved, and the parties' rights to assign under this initial agreement
• The effective date of the assignment and assumption agreement
• Identification of the party making the assignment (the assignor), and a statement of their desire to assign their rights under the initial contract
• Identification of the third party accepting the assignment (the assignee), and a statement of their acceptance of the assignment
• Identification of the other initial party to the contract, and a statement of their consent to the assignment and assumption agreement
• A section stating that the initial contract is continued; meaning, that, other than the change to the parties involved, all terms and conditions in the original contract stay the same

In addition to these sections that are specific to an assignment and assumption agreement, your contract should also include standard contract language, such as clauses about indemnification, future amendments, and governing law.

Sometimes circumstances change, and as a business owner you may find yourself needing to assign your rights and duties under a contract to another party. A properly drafted assignment and assumption agreement can help you make the transfer smoothly while, at the same time, preserving the cordiality of your initial business relationship under the original contract.

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Bill of Sale vs Assignment and Assumption Agreement: Understanding the Legal Differences

Unraveling the mystery of bill of sale vs assignment and assumption agreement, bill of sale vs assignment and assumption agreement.

When comes transfer assets business ownership, two legal documents often play: bill sale Assignment and Assumption Agreement. These two documents serve different purposes and have different implications for both the seller and the buyer.

The bill of sale is a legal document used to transfer ownership of personal property from one party to another. Includes detailed description property sold, purchase price, names buyer seller. The bill sale serves proof transfer used resolve disputes ownership property.

Assignment and Assumption Agreement

On hand, Assignment and Assumption Agreement used one party wants transfer its rights obligations under contract another party. This document outlines the specific rights and obligations being transferred, as well as any conditions or limitations on the transfer. It Commonly used in business acquisitions mergers transfer contracts, leases, other obligations one party another.

Key Differences

While documents involve transfer property rights, several key differences bill sale Assignment and Assumption Agreement. The following table outlines some differences:

To illustrate the differences between the two documents, let`s consider a case study of a small business acquisition. In this scenario, the seller wants to transfer both the physical assets of the business as well as its existing contracts and leases to the buyer. A bill sale would used transfer ownership physical assets, while Assignment and Assumption Agreement would used transfer contracts leases.

Bill sale Assignment and Assumption Agreement important legal documents transfer assets business ownership. Understanding the differences between these two documents is crucial for both buyers and sellers in ensuring a smooth and legally sound transfer of property and rights. Whether you are buying or selling, it is important to seek legal counsel to determine which document or combination of documents is necessary for your specific transaction.

Legal Contract: Bill of Sale vs Assignment and Assumption Agreement

In legal realm, distinction bill sale Assignment and Assumption Agreement crucial. Both documents serve as instruments for the transfer of property rights, but they differ in their scope and legal implications. This contract aims to delineate the specific characteristics and implications of each instrument, providing clarity and guidance for parties involved in such transactions.

1. Definitions

1.1 Bill Sale: An official document serves evidence transfer tangible personal property one party another.

1.2 Assignment and Assumption Agreement: A legal contract transfers both rights obligations one party another, often context business contractual relationship.

2. Legal Framework

The legal validity enforceability bill sale Assignment and Assumption Agreement subject relevant laws statutes governing contracts property transactions. The Uniform Commercial Code (UCC) and other applicable state laws provide the foundational framework for the interpretation and enforcement of these instruments.

3. Specific Provisions

4. legal advice.

Given complexities nuances inherent bill sale Assignment and Assumption Agreement, parties strongly advised seek legal counsel ensure their rights obligations adequately protected enforced.

5. Governing Law

This contract shall be governed by and construed in accordance with the laws of the state of [Insert State], without regard to its conflict of law principles.

6. Execution

This contract may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

7. Miscellaneous

Any modification, amendment, or waiver of any provision of this contract shall be effective only if in writing and signed by the parties hereto.

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Documents you need to buy or sell a business

The documents you need to buy or sell a business depend on the structure (discussed here ) and complexity of the deal as well as its specific terms. However, in virtually all cases, there will be a principal agreement governing the transaction. This will be a merger agreement for a merger, a stock purchase agreement for a stock purchase and, you guessed it, an asset purchase agreement for an asset purchase. These documents may have slightly different names at times. For example, a merger agreement may be called an agreement and plan of merger or a stock purchase agreement may be referred to as a securities purchase agreement or a purchase and sale agreement. Contracts for transactions involving the sale of stock and assets may simply be called purchase agreements.  By and large, these slight variances in nomenclature don’t reflect any substantive distinctions.

Below, I’ll describe the purpose of each of these principal transaction agreements. After that, I’ll also very briefly introduce you to several other common mergers and acquisitions (M&A) transaction documents, including:

Confidentiality Agreements

Letters of intent, exclusivity agreements, disclosure schedules, hsr filings, third party consents, legal opinions, stock certificates, bills of sale, assignment and assumption agreements.

• Escrow Agreements and
• Transition Services Agreements .

There are dozens of other documents I could mention, including various Securities and Exchange Commission (SEC) filings for public deals, other federal and state regulatory filings, board resolutions, proxy statements, closing certificates, non-competition agreements, shareholder representative agreements, financial adviser engagement letters, fairness opinions, exchange agent agreements, employment agreements, compensation plans, real estate documents, lien releases, financing documentation and more, but I’ll save those for later posts.   I’ll also spend more time discussing each of the following documents in subsequent posts.

Principal Transaction Agreements

Merger agreements.

Merger agreements provide that one company will merge with and into another company by operation of law, thereby effecting a change in control over one of the companies. They are the primary transaction agreement governing mergers  and are frequently employed in public M&A deals . Among other things, these agreements typically:

• address the cancellation of the target company’s shares and their conversion into the right to receive the purchase price from the buyer,
• include mechanics for the tendering of cancelled shares and the payment of the purchase price to target company shareholders,
• require the filing of one or more certificates of merger (or equivalent documents) with the state or states whose law governs the constituent companies,
• provide for appraisal (dissenters’) rights,
• contain representations and warranties from each party to the other as to its ability to consummate the transaction and, in the case of the target, its businesses,
• contain covenants ( i.e. , binding promises) requiring the parties to make any necessary regulatory filings, obtain third party consents, secure permits, solicit shareholder approval and cooperate prior to and (except in public deals) after closing,
• allow the parties to terminate the agreement under specified circumstances, such as the occurrence of an event that has a material adverse effect on the target company,
• include conditions to closing and
• in private M&A deals, provide for the parties to indemnify each other for losses resulting from breaches of the agreement.

In public transactions, merger agreements also contain deal protections (no-shops, break-up fees and other devices intended to make termination of the agreement less likely) and securities law compliance provisions. Want to buy a merger agreement?

Stock Purchase Agreements

Like merger agreements, stock purchase agreements, or SPAs, are the primary transaction documents governing a deal. However, SPAs take the place of merger agreements in stock purchase transactions where ownership of stock changes hands. No merger occurs. Among other things, SPAs typically:

• provide for the transfer of stock, including, when applicable, physical delivery of stock certificates to the buyer, in return for payment of the purchase price, and
• contain representations and warranties from each party to the other as to its ability to consummate the transaction and, in the case of the sellers, the target company’s businesses and the shares being transferred.

Otherwise, SPAs are very similar to merger agreements. Note, though, that they are almost never used in connection with an acquisition of 100% of a public company’s stock. Want to buy a stock purchase agreement?

Asset Purchase Agreements

Asset purchase agreements, or APAs, are the primary transaction documents governing sales of assets . However, rather than provide for a merger or transfer of shares, they establish the terms and conditions by which assets and liabilities will be conveyed by a seller to a buyer. APAs are very similar to stock purchase agreements, except for:

• specific enumeration of the assets and liabilities being transferred,
• providing for use of necessary legal instruments to transfer ownership, such as bills of sale (for personal property), assignment and assumption agreements (for contracts and permits), intellectual property assignments, real property transfer documents and so on,
• some differences in representations and warranties of the seller, such as a representation that the acquired assets are sufficient to run the acquired business, and
• provisions governing the treatment of assets that are used in both the business of the seller and the acquired business (shared assets).

Want to buy an asset purchase agreement?

Documents Signed Before Principal Transaction Agreements

M&A confidentiality agreements are usually entered into at commencement of discussions between the parties to ensure the fact that discussions are occurring, the terms being discussed and information about the parties’ respective businesses will be maintained in confidence. I’ve written a lengthy post about confidentiality agreements in M&A deals here . Want to buy a confidentiality agreement?

Letters of intent, or LOIs, are short, largely non-binding documents signed by the parties to prospective M&A transactions that lay out the general framework for the transaction, including the target, the purchase price (or a purchase price range), transaction structure, contingencies ( e.g. , whether there’s a buyer financing contingency), covenants and the terms of any indemnification.

Although LOIs are intended to be non-binding, they are employed by M&A parties as a tool to simplify the negotiation process by crystallizing the most material issues early in their interaction. By investing a bit of extra effort in hammering out an LOI at the commencement of discussions, parties can reduce the risk that they will needlessly expend even more resources through a full-scale due diligence, negotiation and definitive document drafting process only to discover that there is no deal to be had.

Read more about letters of intent here .

Exclusivity agreements are very short (1-2 page) agreements through which a seller agrees not to begin or continue attempting to sell the target company to a third party for a period of time (typically, 15-60 days). They are generally sought by buyers who do not wish to compete or continue competing with third parties for a deal. As one might expect, sellers agree to exclusivity reluctantly, as doing so may reduce their ability to maximize value from the transaction by inducing competing bids. However, without exclusivity, many buyers will refuse to invest the time and resources in conducting fulsome due diligence and negotiating an LOI or definitive transaction agreements. Want to buy an exclusivity agreement?

Documents Effective Upon Signing Principal Transaction Agreement

Disclosure schedules, sometimes called disclosure letters, aren’t separate agreements or other independently operative instruments. Rather, they are attachments to, and made a part of, the deal’s principal transaction agreement (merger agreement, SPA or APA). Their primary purpose is to provide disclosure about one of the parties to the transaction and to qualify or limit representations and warranties, and they are frequently quite lengthy, sometimes even exceeding 100 pages.

A given deal may have two disclosure schedules, one for the buyer and one for the seller or target. However, a seller or target disclosure schedule is far more common than one for the buyer. Buyer disclosure schedules are usually only needed in deals where the seller requires a significant amount of information about the buyer, such as, for example, when the purchase price is paid with buyer stock.

The disclosure provided by disclosure schedules is usually tied to specific representations and warranties contained in the principal transaction agreement. For example, a representation relating to material contracts of the target company may include a reference to a list of such contracts in the seller disclosure schedule. Alternatively, the information contained in the disclosure schedule may qualify or limit the scope of corresponding representations and warranties. For example, a representation may provide that there are no existing legal proceedings involving the target,  except as set forth in the seller disclosure schedule .

Documents Needed Between Signing and Closing

The Hart-Scott-Rodino Antitrust Improvements Act of 1976 requires parties to M&A transactions that meet certain criteria to file a Premerger Notification and Report Form, commonly called an HSR filing, with the Federal Trade Commission (FTC) before they may consummate the transaction. These filings are designed to provide information to the FTC and U.S. Department of Justice (DOJ) for the purpose of determining whether the proposed transaction may have an anti-competitive effect on any relevant markets.  If the FTC and DOJ have no concerns, then the parties may close the transaction 30 days after making the HSR filing (or earlier of the authorities grant early termination of the waiting period).

Many target companies are subject to agreements with third parties that restrict their ability to consummate a deal. These may include leases, loan agreements, customer contracts and more. Whether they may impede the transaction depends on the specific terms of the agreement, the law governing the agreement and the structure of the transaction.  For example, while a direct assignment of a contract may be prohibited, which would interfere with an asset sale transaction, a merger or change in control ( i.e. , a sale of stock) of the target may not be so restricted.

When contractual restrictions cannot be avoided through creative deal structuring, M&A parties must obtain written consents from third parties who have rights that would be triggered by a deal. These consents are simple instruments that must be tailored to the specific terms of the subject agreement, and they are rarely controversial in form. However, securing the required consents may at times prove difficult and time-consuming, as some counterparties may use their leverage to extract value from the requesting party.

Documents Delivered At or Effective After Closing

Occasionally, a seller’s attorneys may be called upon to render a written legal opinion for the buyer to be delivered at closing. These opinions are intended to provide additional assurance to the buyer that certain legal matters are as they have been described by the seller in its representations and warranties. A typical opinion might cover the following matters:

• the target was duly formed,
• the target is in good standing in relevant states,
• the target’s capital structure ( i.e. , shares outstanding),
• the transaction and transaction agreements will not violate the target’s charter and other organizational documents or material contracts,
• there is no litigation pending or threatened against the target and
• any issuance of stock or other securities in the transaction complies with federal and state securities laws.

While commonplace in the past, buyers only rarely request seller legal opinions today on account of the legal fees that must be incurred to obtain them as well as the buyer’s ability to confirm independently many or all of the matters that would be addressed by the opinion.

Stock certificates are the physical embodiment of an ownership interest in a corporation. If the target is a limited liability company or partnership, equivalent membership, unit or partnership certificates may exist. These must be signed by the seller or sellers and delivered to the buyer at closing of a stock purchase transaction. In merger transactions, they are deemed cancelled and converted into the right to receive the merger consideration upon delivery to the buyer or paying agent.

Bills of sale are short instruments that actually transfer ownership of personal property from the seller to the buyer. They are only used in asset purchase transactions because personal property transfers to the buyer automatically in a stock purchase or merger. They are typically attached as exhibits to APAs, and the seller agrees to deliver a duly executed bill of sale to the buyer at closing.

In very simple asset sales, parties may forego an APA and instead prepare a long-form bill of sale that includes basic representations and warranties and, possibly, covenants. Want to buy a bill of sale?

Assignment and assumption agreements are analogous to bills of sale, except they effect the transfer of contracts, permits and similar assets by the seller to the buyer in an asset purchase transaction. It’s important to note that the word “assumption” in the title of these instruments refers to the buyer’s assumption of liabilities associated with the assigned assets.

As with bills of sale, it is possible, though uncommon, for parties to simple M&A transactions to rely solely on a long-form assignment and assumption agreement containing representations and warranties rather than a full APA. Want to buy an assignment and assumption agreement?

Escrow Agreements

In private M&A transactions, sellers usually agree to indemnify ( i.e. , hold harmless and protect) buyers and their affiliates and representatives from any losses they incur as a result of breaches of the seller’s representations, warranties and covenants contained in the principal transaction agreement. Should such an indemnification obligation arise post-closing, the buyer or other indemnified party would become an unsecured creditor of the seller or sellers, and it may be difficult for the indemnified party to collect on this debt.

To mitigate this risk, buyers frequently demand, and sellers usually agree, that a portion of the purchase price will be deposited with a trustworthy third party agent to hold for a period of time after closing for the purpose of remitting funds to indemnified parties if they become entitled to recover damages from the seller or sellers. These escrow arrangements are governed by escrow agreements signed by the parties to the M&A transaction as well as the third party escrow agent. Aside from establishing the mechanics for distributing the funds, escrow agreements also set forth the terms of the escrow agent’s engagement, including its rights, obligations and fees. Want to buy an escrow agreement?

Transition Services Agreements

Many M&A transactions involve the sale of only part of the operations of a larger enterprise. Thus, the extraction of the target business may be disruptive to that business, as it loses enterprise-wide services and support it had previously enjoyed. This may include, among other things, the loss of IT and telecommunications services, finance and accounting services, participation in employee benefits plans, legal and compliance support, equipment maintenance, logistics support, supply chain management and access to favorable vendor pricing and other terms.

To ameliorate the challenges of transitioning an acquired business to new ownership, necessary support may be provided by the seller to the target company and buyer for an agreed-upon period of time post-closing. Such arrangements are commonly reflected in a transition services agreement, which identifies the subject services, allows for adding or modifying services at the request of the target or buyer, establishes a standard for performance by the seller, sets fees for the services (which are usually, but not always, at below-market rates), allocates potential liability arising from the provision of services and provides for a term for each service to be provided. Want to buy a transition services agreement?

*               *               *

Erik Lopez is the M&A lawyer responsible for this blog. Feel free to contact Erik at [email protected] or +1-214-601-1887 .

Partner at Jasso Lopez PLLC

Erik is an M&A lawyer with over 23 years of domestic and cross-border, public and private M&A experience. He has successfully closed hundreds of deals totaling tens of billions of dollars in value for a global client-base. He is a graduate of the University of Chicago and New York University School of Law. You can reach Erik at [email protected].

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Assignment and Assumption Agreement | Practical Law

Assignment and Assumption Agreement

Practical law standard document 0-381-9984  (approx. 10 pages).

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The definition of assignment & assumption agreement.

By Rebecca K. McDowell, J.D.

October 19, 2019

Reviewed by Michelle Seidel, B.Sc., LL.B., MBA

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• Land Contract Law in Florida

Assignments and assumptions are part of contract law and refer to the transfer of someone's duties and benefits in a contract to another. Assignments and assumptions are common with respect to contracts for loans or leases. A lender or lessor may assign its rights to another lender or lessor, and a borrower or lessee may find someone to assume the loan or lease and make the payments.

The Elements of a Contract

A contract is legally formed when two or more parties enter into an agreement with certain elements, which include:

• An offer. For instance, in a mortgage transaction, the lender offers to loan money to the borrower.
• Acceptance of the offer. The mortgage borrower agrees to borrow the money.
• Consideration. Consideration in a contractual relationship means the things the two parties give to each other in exchange for entering the contract. A mortgage lender loans money to the borrower, and in exchange, the borrower agrees to repay the money and give the lender a lien on the house. The loan, the repayment with interest and the mortgage lien are consideration for the contract.
• Mutuality. The parties must have come together and agreed upon the terms of the contract Read More: How Does a Contract Work?

Burdens and Benefits of a Contract

The contract sets forth what the parties are required to do during the contractual relationship. With a mortgage, the lender is required to loan the money and apply the payments correctly in accordance with the agreement, and then release the lien when the loan is paid. The borrower is required to pay the loan back with interest, pay the property taxes and make sure the property has insurance.

These contractual obligations create both burdens and benefits on both sides. The lender has the burden of making the loan and applying the payments correctly, but it has the benefit of receiving interest on the loan. The borrower has the burdens of making payments and insuring the property but has the benefit of owning the home.

Assigning a Contract

An assignment occurs when one party to a contract transfers, or assigns, its rights and obligations under the contract to another party. This happens frequently with mortgage loans, as lenders sell loans to other lenders. The lender will enter into an assignment agreement and assign the note and the mortgage to another party. The borrower then must make the payments to the assignee. The assignee's right and obligations under an assignment are the same as the assignor's rights and obligations and cannot be changed without a new contract.

Assuming a Contract

An assumption is the other side of the coin, in a sense. Assumptions are common with respect to leases and mortgages and typically occur when the borrower or lessee wants to transfer the property to someone else without paying off the loan or lease. Assumption means someone is taking over the side of the contract that requires payment.

If the contract allows it, another person can agree to assume the original party's obligations under the contract – the obligations to make monthly payments, etc. – in exchange for taking over the ownership or the lease.

Not every contract can be assumed. The language of the contract will state whether the borrower or lessee is allowed to transfer the property or lease by assumption.

Assignment and Assumption Agreements

Assignments and assumptions are both conducted by written agreement. Sometimes an assignment and an assumption will occur in the same transaction, and one agreement will cover both; the parties are assigning the benefits and assuming the burdens.

Assignments and assumptions are both transfers of contractual benefits and burdens from one party to another. They differ from each other based on the original position of the transferring party and the duties and benefits being transferred.

• Bankrate: Assumable Mortgage: Take Over Seller's Loan
• The Law Dictionary: What is Assumption?
• Nolo: What Is an Assignment of Contract?
• U.S. Legal: Elements of a Contract

Rebecca K. McDowell is a creditors' rights attorney with a special focus on bankruptcy and insolvency. She has a B.A. in English from Albion College and a J.D. from Wayne State University Law School. She has written legal articles for Nolo and the Bankruptcy Site.

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Understanding Assumption Agreements: A Simple Guide

LegalGPS : December 5, 2023 at 3:00 PM

Have you ever heard of the term "assumption agreement" and wondered what it meant? You're not alone. To understand assumption agreements, we need to delve a bit into the world of contractual law. But don't worry, I promise to make it as simple as possible while still bringing you the essential knowledge you need. Also, we have an assumption agreement template if you need one.

Detailed Understanding of Assumption Agreement

Definition: An assumption agreement is a kind of legal document that you'll find commonly used in finance and real estate transactions. This type of agreement transfers the obligations of one party under a contract to another party.

Imagine you want to sell your business but have outstanding debts that need to be paid. The buyer of your business agrees to assume those debts and pay them, along with owning the business. This situation is where an assumption agreement comes in; it's there to ensure that everyone knows who's responsible for paying these debts after the transaction takes place.

Usage: We often see assumption agreements during mergers and acquisitions, wherein the buyer will assume certain liabilities of the selling company. Another common scenario is in loan assumption, wherein the obligation of paying a loan is transferred from the initial borrower to a new borrower.

Parties Involved: Typically, an assumption agreement includes two main parties: the assignor (let's say, Seller A) and the assignee (Buyer B). Seller A is looking to transfer their obligations, while Buyer B is ready to assume those obligations.

The Purpose of Assumption Agreement

The purpose of an assumption agreement is to ensure the seller is freed from their obligations, while the buyer agrees to take on these obligations. Legally, the seller could still be held liable if they don't have a proper assumption agreement in place that absolves them of those responsibilities. The agreement provides a clear record that the buyer has taken over the obligations, ensuring that everyone is on the same page.

For example, if the seller is responsible for paying property taxes, they'll want to be sure that's transferred over to the new owner. If it's not, then they could still be held liable for those payments. The same goes for any other obligations such as utilities or insurance premiums.

Benefits of Using Assumption Agreements

Much like a sturdy handrail on a steep staircase, an assumption agreement provides fundamental support, helping to avoid slips and falls in the world of contract law.

Benefits for the Assignor: The assignor, having fulfilled their obligations up to the point of the sale, can walk away without having to worry about what happens next. With a legally binding assumption agreement in place, they're unburdened from any obligations in the contract previously held.

Benefits for the Assignee: For the assignee, an assumption agreement clearly states what obligations they're now responsible for. As with any binding agreement, it's important to have all the details in black and white. After all, no one wants to enter a business arrangement based on hearsay.

This is important because assumptions can be legally binding, meaning that if the assignee is not given full disclosure on what their obligations are, they could be held liable for any damages incurred.

For example, if they were to sign a lease on an office space but didn't know that it was also being used as a storage unit for the previous owner's inventory or equipment, they could be held responsible for returning the premises back to its original state when they vacate.

Real-life examples of Assumption Agreements

Consider a real estate scenario. Let's say you're buying a house that still has an existing mortgage. Assume you plan to pay the remaining mortgage rather than obtaining a new mortgage. An assumption agreement can transfer the responsibility of the mortgage from the seller to you, the buyer. The seller can walk away from the mortgage, and you can continue making payments on the existing mortgage.

Another example, let's say a business is sold, and the new owner takes responsibility for the lease on the building. The lease assumption agreement details the new obligations of the new owner and ensures the original owner is no longer responsible for the lease.

Lastly, an assumption agreement can be used for a joint venture, in which two or more parties are working together to create something. This type of agreement details how the business will be run and what each party's responsibilities will be.

FAQ on Assumption Agreement

Q: Are assumption agreements legally binding?

Yes, assumption agreements are legally binding. Like any other contract, it sets out the terms and conditions of the agreement that the assignor and the assignee have mutually agreed upon.

Q: What happens if the assignee is unable to fulfill the obligations listed in the assumption agreement?

The remedies will depend on the stipulations of the agreement. The assignor might legally be able to retrieve their transferred right/obligation if the assignee fails to perform their contractual duty.

Q: What happens if the assignee does not fulfill the obligations listed in the assumption agreement?

Components of an Assumption Agreement

When you're preparing an assumption agreement, it's essential to include specific elements to ensure its legality and enforceability. Here are some of the key components to include in an assumption agreement:

Identification of parties: Clearly outline the legal names and contact information of the assignor and the assignee to avoid any confusion or misunderstandings.

Description of the original agreement: Provide a brief description of the initial agreement, including its date, purpose, and any relevant reference numbers or identification codes. In many cases, attaching a copy of the original agreement as an exhibit is helpful.

• List of obligations: Clearly identify and list all obligations being transferred from the assignor to the assignee in the assumption agreement. This helps to ensure clarity and accountability for both parties.
• Effective date: State when the obligations will officially transfer from the assignor to the assignee and when the agreement comes into effect.
• Full assumption: Include a clause stating that the assignee assumes all obligations and liabilities and that the assignor is released from these responsibilities once the agreement comes into effect.
• Representations and warranties: This section should include any necessary representations or warranties from both the assignor and assignee. This might cover the current status of the obligations, the absence of any outstanding disputes, and confirmation that all necessary approvals have been obtained.
• Notices: Outline how and where any notices or official communications related to the agreement should be delivered, specifying any necessary mailing addresses or email addresses.
• Governing law: Clearly state which jurisdiction's laws will apply to the agreement. This ensures there's a clear legal framework if any disputes arise later.
• Signatures: Finally, make sure both the assignor and the assignee sign and date the agreement. This brings the contract into effect and makes it legally binding.

Preparing Your Assumption Agreement

If you're planning to create an assumption agreement, following these steps can help you prepare a well-crafted, legally sound document:

Identify and review the original agreement: To prepare an accurate assumption agreement, you'll first need to identify the initial agreement you intend to assume. Review it thoroughly to identify any clauses or inconspicuous details that may affect the assumption. Take note of any laws that apply to the original agreement and whether they will be carried over into the assumption. For example, if the initial contract was made in another state, you'll need to consider how this affects your ability to assume it. If there are specific laws regarding assumption agreements in your state, make sure you're familiar with them before proceeding.

Negotiate terms with the assignee: Just as with any other agreement, both parties' interests should be safeguarded through negotiation. Discuss any concerns or demands with potential assignees before finalizing the components of your assumption agreement. This is important because assumption agreements are legally binding contracts, so you'll want to ensure that all of your needs are met. In some cases, the assignee may not be willing to accept certain terms and conditions; if this is the case, it's best to walk away from the deal rather than proceeding without agreement.

Draft the assumption agreement: Using the guidance outlined above, prepare a first draft of the agreement. Double-check all the details and include both the assignor's and the assignee's input. This might look like the following:

Edit and finalize: Make any necessary revisions and proofread the agreement to ensure clarity and accuracy. Once both parties are satisfied with the terms, sign and date the document. If you don't do this before having the document notarized, then you'll need to get the signatures witnessed by a notary public. The notary will verify your identity and ensure that both parties are signing of their own free will.

Retain a copy: It's essential to keep a copy of the executed assumption agreement in a secure location, preferably both in physical and digital formats. This will serve as a reference in case of any future disputes or clarifications.

In navigating legal processes and transactions, knowledge is your best tool. Understanding how assumption agreements work can open up new strategies and protections for yourself and your business.

Of course, drafting an assumption agreement should be done with careful attention to detail and preferably, with the assistance of legal professionals. If you're looking for a pre-made template crafted by expert legal practitioners, look no further. We provide an easy-to-use, comprehensive Assumption Agreement template at an affordable price. Navigate confidently in the business world supported by our professional legal templates. Click here to get started!

Do you need a lawyer for this?

The biggest question now is, "Do you need to hire a lawyer for help?" Sometimes, yes ( especially if you have multiple owners ). But often for single-owner businesses, you don't   need a lawyer to start your business .

Many business owners instead use tools like  Legal GPS for Business , which includes a step-by-step, interactive platform and 100+ contract templates to help you start and grow your company.

Bill Of Sale Agreement

Jump to section, what is a bill of sale agreement.

A bill of sale agreement is a legal document that records the transfer of ownership of an asset to a second party in exchange for money. A bill of sale agreement can be used to record the sale of aircraft, automobiles, motorcycles, and watercraft. It also can be used to record the sale of personal property, such as equipment, musical instruments, or furniture.

Generally, a bill of sale agreement is drafted by the seller and includes the details of the transaction. It protects both the buyer and the seller, should disagreements arise in the future.

Common Sections in Bill Of Sale Agreements

Below is a list of common sections included in Bill Of Sale Agreements. These sections are linked to the below sample agreement for you to explore.

Bill Of Sale Agreement Sample

Reference : Security Exchange Commission - Edgar Database, EX-99.2 5 g93524exv99w2.htm EX-99.2 FORM OF BILL OF SALE , Viewed October 21, 2021, View Source on SEC .

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www.linkedin/in/michaelbmiller I am an experienced contracts professional having practiced nearly 3 decades in the areas of corporate, mergers and acquisitions, technology, start-up, intellectual property, real estate, employment law as well as informal dispute resolution. I enjoy providing a cost effective, high quality, timely solution with patience and empathy regarding client needs. I graduated from NYU Law School and attended Rutgers College and the London School of Economics as an undergraduate. I have worked at top Wall Street firms, top regional firms and have long term experience in my own practice. I would welcome the opportunity to be of service to you as a trusted fiduciary. In 2022 I was the top ranked attorney on the Contract Counsel site based upon number of clients, quality of work and top reviews.

After receiving my undergraduate degree in economics from Stanford, and my law degree from UCLA, I practiced in California for eight years before moving to Oregon in 1991. I am primarily a trial lawyer with over 50 jury trials, emphasizing personal injury, professional malpractice, construction, and employment law, but in the course of that practice have reviewed and drafted hundreds of releases, indemnification agreements, employment agreements, and construction agreements.

My career interests are to practice Transactional Corporate Law, including Business Start Up, and Mergers and Acquisitions, as well as Real Estate Law, Estate Planning Law, Tax, and Intellectual Property Law. I am currently licensed in Arizona, Pennsylvania and Utah, after having moved to Phoenix from Philadelphia in September 2019. I currently serve as General Counsel for a bioengineering company. I handle everything from their Mergers & Acquisitions, Private Placement Memorandums, and Corporate Structures to Intellectual Property Assignments, to Employment Law and Beach of Contract settlements. Responsibilities include writing and executing agreements, drafting court pleadings, court appearances, mergers and acquisitions, transactional documents, managing expert specialized legal counsel, legal research and anticipating unique legal issues that could impact the Company. Conducted an acquisition of an entire line of intellectual property from a competitor. In regards to other clients, I am primarily focused on transactional law for clients in a variety of industries including, but not limited to, real estate investment, property management, and e-commerce. Work is primarily centered around entity formation and corporate structure, corporate governance agreements, PPMs, opportunity zone tax incentives, and all kinds of business to business agreements. I have also recently gained experience with Estate Planning law, drafting numerous Estate Planning documents for people such as Wills, Powers of Attorney, Healthcare Directives, and Trusts. I was selected to the 2024 Super Lawyers Southwest Rising Stars list. Each year no more than 2.5% of the attorneys in Arizona and New Mexico are selected to the Rising Stars. I am looking to further gain legal experience in these fields of law as well as expand my legal experience assisting business start ups, mergers and acquisitions and also trademark registration and licensing.

I am an attorney with twenty (23) years' experience..

Ms. Tanu Chaturvedi Esq. brings vast experience: experience as Corporate Counsel at a multi-million dollar international corporation, experience as a legal & business leader in the legal department at the world's leading mission capability integrator in the nation's capital that has been named a Top 100 Employer Forbes by state & Top 25 Defense Contractor in the world & named Top 7 in the Washington Technology Top 100 2022 & one of the largest defense contractors in the marketplace & has also been named as Top Managed Company by The Wallstreet Journal & included in the Inc. 500, experience as the sole Attorney at a national company that was recognized in 2017 as a top employer in the capital by "The Washington Post" & has also been listed on the Inc. 5000 more than once as one of the fastest growing companies in the nation, & in 2019, & named as a Finalist for the DC Moxie award: for businesses that demonstrate significant boldness & innovation in business strategy, experience working at one of the world's largest insurance brokerage firms, one of the largest law firms in the capital, a boutique start-up that specializes in investigations, security, & risk, the world’s largest professional service firm (largest of the “big 4” companies) in conjunction with the nation’s executive law enforcement agency, experience working at a corporation with global reach that was lead by a former cabinet member of the Clinton administration, experience working at a Fortune 500 in one of the world's largest insurance markets, at an internationally recognized boutique law firm, experience as the only female legal professional in the felony division of a criminal department in the nation's most dangerous jurisdiction as an undergrad, & experience working in the offices of public officials. She is also a graduate from two different internationally recognized institutions that have a record of turning out graduates with the skill to lead in their industries & distinguished law school graduate from an ABA accredited law school that received recognition for academic & leadership achievement. She is an invited contributor to legal blogs, and she enjoys advocating for increased literacy. Notably, she also supports advocacy for the performing arts as a former graduate of a magnet school for the performing arts. Please don’t hesitate to reach out to her with any questions, and she looks forward to hearing from your team.

I am an attorney licensed in California with particular experience in local policy work, workplace justice, and environmental law. I have authored or co-authored over 30 amicus briefs (including one for which I received an Amicus Service Award from the International Municipal Lawyers Association), have extensive experience researching state law across the country and across issue areas, and pride myself in clearly and concisely distilling complex and/or technical legal concepts for lawyers and non-lawyers alike.

Courtney A.

Hello! I am a transactional attorney enthusiastic about helping entrepreneurs launch and protect their businesses. Let me know how I can support you with drafting and negotiating contracts, setting up your LLC, copyrighting creative content, or trademarking your brand. I am experienced with drafting and negotiating business contracts, including service/vendor agreements, NDAs, marketing agreements, licensing agreements, terms & conditions, terms of use, and many more! I have helped companies develop strong template agreements and strategies for contract management. My goal is to deliver a simple, stress-free client experience!

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Assignment and Assumption Draft real Accounting of Sale in Asset Acquisitions

This exercise note discusses considerations for M&A practitioners when drafting and negotiations assignment press assumption consent (relating to the transfer of contract-based and analogous rights) plus bills of sale (relating to this transfer of tangible personal property) in asset purchase transactions. Motor Motor Order | Specialist of Finance and Administration

What is an Assignment and Assumption Agreement: Everything You Need to Know

An assignment and assumption agreement is an agreement for transferring contractual duties and rights. 3 min read updated on January 01, 2024

“What is an assignment and assumption agreement?” is a question that you may find yourself asking if you intend to end your involvement in contract by letting another person step into your shoes. An assignment and assumption agreement is an agreement for transferring contractual duties and rights. It is a separate agreement from the one being transferred. The original contract may contain certain terms and conditions regarding assignments and assumptions, so it is important for the parties involved to review the contract carefully before proceeding with the transfer.

What Is an Assignment and Assumption Agreement?

Also referred to as an assignment and assumption, an assignment and assumption agreement is an agreement that is established when one party of a contract wishes to transfer his or her  contractual obligations and rights to another party. The party who is transferring his or her rights is called the assignor, while the one receiving them is known as the assignee.

In some situations, an assignor will not be completely released from liability even after he or she has assigned the contract. The parties should look closely at the specific language in the contract to determine the restrictions and terms that apply to assignments and assumptions. An agreement for an assignment and assumption is a document that is separate from the contract it transfers.

Reasons for Creating an Assignment and Assumption Agreement

After two parties  enter into a contract , a change in business climate, one party's equity, or other factors may make it necessary to assign the contract. If both parties agree to the assignment and sign the necessary documents to transfer existing duties and interests, an agreement may be assigned to and assumed by another party.

A business may lose its foothold in the marketplace or one of contracting parties may fail to perform its contractual obligations due to changing local laws. Instead of leaving parties bound to an irrelevant or  dated agreement , an assignment makes it possible for struggling or incapable parties to be replaced with parties that are more capable of responding to the requirements and goals of the contract. The process of assignment itself enables the parties to continue a dialogue, which can help develop and solidify a successful business relationship.

A Guide to Creating an Assignment and Assumption Agreement

Sometimes, a contract may have specific rules regarding what type of assignment is permitted, who can receive the assignment, and how the assignment should be processed. It is essential that you read the original contract to ensure that all contracting parties have met all the requirements for assignments and assumptions. Each party should be given enough time to review both the initial agreement and the assignment. This will help prevent the situation where one party claims that he or she does not understand the terms and their effect on the agreement or his or her rights and duties.

In addition, you and the other party should carefully review the assignment to make sure that it includes all relevant deal points. Avoid assuming that both parties have agreed to certain terms or expectations even if they are not clearly stated in the document. It is better to over-include than under-include terms in the agreement. Since the terms of the initial agreement are still effective, both parties should continue to fulfill their contractual obligations until the assignment is signed and completed.

Three copies of the assignment and assumption agreement must be signed: two for the initial contracting parties and one for the assignee. Your copy of the signed assignment agreement should be kept with the original agreement. Once the assignment is created and signed, it will become part of the initial contract and should be treated as such. Depending on the  terms of the agreement , you may want to have the assignment witnessed or notarized. By doing so, you can avoid the situation where someone challenges the validity of a signature.

What to Include in an Assignment and Assumption Agreement

An assignment and assumption agreement can be written in many different ways. In many instances, such an agreement includes the following:

• Names of assignor and assignee
• Whereas clause stating that both assignor and assignee have agreed to the assignment
• Statement of assignment
• Statement of assumption
• Effective date of assignment
• Statement about future transfers and assignments to permitted successors
• Declaration that the agreement can be executed in counterparts
• Statement confirming the presence of witnesses
• Signatures of the assignor and assignee

If you need help drafting an assignment and assumption agreement, you can  post your legal need on UpCounsel's marketplace. UpCounsel accepts only the top 5 percent of lawyers to its site. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law and average 14 years of legal experience, including work with or on behalf of companies like Google, Menlo Ventures, and Airbnb.

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• Assignment Contract Law
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Bill of sale and assignment & assumption agreement: legal guide, the power of the bill of sale and assignment and assumption agreement.

Transferring ownership property assets, Bill of Sale and Assignment and Assumption Agreement essential legal documents protect parties involved. As a legal professional, I have always been fascinated by the intricate details and importance of these documents in ensuring a smooth transfer of ownership. Let`s delve into the intricacies of these agreements and their significance in various transactions.

The bill of sale is a legal document used to transfer the ownership of personal property from one party to another. It includes details date sale, description property, purchase price, names signatures buyer seller. It serves proof transfer ownership protects parties case disputes claims may arise future. According to a study conducted by LegalZoom, 75% of legal professionals consider the bill of sale to be crucial in any transaction involving the transfer of personal property.

The Assignment and Assumption Agreement

On hand, The Assignment and Assumption Agreement used transfer contractual rights obligations from party another. This document is commonly used in business transactions, such as the sale of a business or the transfer of a contract. It outlines the rights and responsibilities being transferred, as well as any liabilities or obligations that the new party will assume. According survey Bloomberg Law, 80% businesses use The Assignment and Assumption Agreements acquiring selling assets.

Case Study: The Importance of Proper Documentation

Let`s take a look at a real-life example to highlight the significance of these agreements. In recent business acquisition, Company purchased assets Company without comprehensive Bill of Sale and Assignment and Assumption Agreement. A few months later, Company B was sued for a breach of contract that occurred before the acquisition. Without proper documentation, Company A found itself legally responsible for the breach, resulting in costly legal proceedings and a damaged reputation.

Bill of Sale and Assignment and Assumption Agreement powerful legal tools provide protection clarity ownership contractual transfers. As a legal professional, I am constantly amazed by the impact that these documents have on the success and security of various transactions. Whether you are buying or selling property or assets, ensuring the proper documentation through these agreements is crucial for a seamless and secure transfer of ownership.

When comes legal matters, attention detail paramount, Bill of Sale and Assignment and Assumption Agreement exemplify principle. Their value cannot be overstated in the realm of business and personal transactions. Next time you are involved in a transfer of ownership, remember the power of these essential legal documents.

Bill of Sale and Assignment and Assumption Agreement

This Bill of Sale and Assignment and Assumption Agreement (“Agreement”) entered on this [Date], by between [Seller`s Name], legal entity organized existing under laws [State] with its principal place business at [Address] (“Seller”), [Buyer`s Name], legal entity organized existing under laws [State] with its principal place business at [Address] (“Buyer”).

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

[Seller`s Name]

______________________________

[Buyer`s Name]

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Understanding the Basics of Assignment and Assumption Agreements

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Note: Links to our free templates are at the bottom of this long guide. Also note: This is not legal advice

Introduction

Understanding the importance of assignment and assumption agreements is essential for any business transaction. These agreements are legal documents which outline the transfer of ownership, rights, and obligations from one party to another in order to protect both parties from liabilities and disputes. Moreover, they help streamline the transition of ownership by providing a clear agreement between all involved.

At Genie AI, we understand that navigating these agreements can be difficult without legal expertise - but it doesn’t have to be! Our team provides free assignment and assumption agreement templates so that anyone can draft high-quality legal documents without paying hefty lawyer fees.

These agreements are crucial in corporate mergers, asset sales, and other business transactions as they protect both assignee and assignor from potential future disputes or disagreements. Furthermore, it helps everyone involved in the process come to an agreement about the transfer of assets or liabilities.

It’s also important for businesses to ensure that all records, documents, and information is properly transferred when assigning contracts - something which assignment and assumption agreements make simpler. Not only does this avoid any potential issues in the future but ultimately makes for a smoother transition when dealing with such matters.

In short, assignment and assumption agreements provide an invaluable service when it comes to safeguarding both parties involved in a business transaction while also simplifying their processes along the way. To learn more about how our team at Genie AI can help you on your way towards drafting these essential documents - read on below for our step-by-step guidance or visit us today to access our template library!

Definitions

Assignor: The party transferring the rights and liabilities. Assignee: The party receiving the rights and liabilities. Asset Assignment and Assumption Agreement: An agreement used when one party transfers all or part of their ownership of a particular asset to another party. Liability Assignment and Assumption Agreement: An agreement used when one party transfers all or part of their liability to another party. Contract Assignment and Assumption Agreement: An agreement used when one party transfers all or part of their contractual obligations to another party. Lease Assignment and Assumption Agreement: An agreement used when one party transfers all or part of their responsibilities under a lease to another party. Representations and Warranties: Promises made by the Assignor and Assignee in order to ensure they understand the risks associated with the transfer and are comfortable taking on the rights and liabilities. Indemnification: A clause outlining the terms under which the Assignor and Assignee are liable for any losses or damages due to the transfer. Choice of Law: A clause specifying which jurisdiction’s laws will govern the agreement. Severability: A clause outlining how the agreement will be enforced if any part of it is deemed unenforceable. Governing Law: A clause specifying which court will have jurisdiction over any disputes that arise out of the agreement. Notices: A clause outlining how notices between the parties will be delivered.

Definition of Assignment and Assumption Agreement

Overview of the different types of assignment and assumption agreements, asset assignment and assumption agreement, liability assignment and assumption agreement, contract assignment and assumption agreement, lease assignment and assumption agreement, the purpose of an assignment and assumption agreement, the process of negotiating an assignment and assumption agreement, identifying the parties involved, discussing the terms, drafting the agreement, final review and signing, key terms and clauses commonly found in assignment and assumption agreements, assignor & assignee, liabilities and obligations, representations and warranties, indemnification, choice of law, severability, governing law, potential issues that may arise when negotiating an assignment and assumption agreement, scope of liabilities, representations & warranties, dispute resolution, contractual limitations, practical considerations when drafting an assignment and assumption agreement, identifying contingent liabilities, understanding applicable laws, drafting clear & concise language, complying with any regulatory requirements, potential benefits of using an assignment and assumption agreement, risk reduction, asset protection, cost savings, potential pitfalls of using an assignment and assumption agreement, unforeseen risks, negotiating difficulties, regulatory non-compliance, conclusion and next steps, finalizing the agreement, implementing the agreement, documenting the outcome, get started.

• Understand the legal definition of an Assignment and Assumption Agreement: an agreement between two parties, which transfers one party’s rights, duties and obligations under a contract to another party
• Learn who can enter into an Assignment and Assumption Agreement: the parties to the original contract, or their successors
• Know what rights and obligations are transferred under an Assignment and Assumption Agreement: all rights, duties, and obligations that have been agreed upon in the original contract
• Be aware of the consequences of assigning and assuming obligations: the assignee is responsible for performing all duties and obligations of the contract, just as if they had originally entered into the contract.
• When you can check off this step: You will know you have a good understanding of the definition of an Assignment and Assumption Agreement when you can explain it in your own words and are aware of the rights and obligations transferred and the consequences of assigning and assuming obligations.
• Understand the three common types of assignment and assumption agreements: asset assignment and assumption agreement, contractual assignment and assumption agreement, and debt assignment and assumption agreement
• Learn the key features of each type, including the type of asset or obligation being assigned and assumed
• Determine the purpose of the agreement and the advantages of each type of agreement
• Check off this step when you feel confident that you understand the purpose and differences between the three types of assignment and assumption agreements.
• Research and understand the definitions of an asset assignment and assumption agreement
• Learn the different types of assets that can be assigned and assumed in an agreement
• Understand the purpose of an asset assignment and assumption agreement
• Research and review the legal elements of an asset assignment and assumption agreement, such as the parties involved, the assignor and assignee, the description of the assets to be assigned and assumed, the consideration for the assignment and assumption, the representations and warranties of both parties, the indemnification and other relevant provisions
• Draft an asset assignment and assumption agreement with the help of a qualified attorney
• When you are satisfied with the asset assignment and assumption agreement that you have drafted, execute the agreement according to the applicable law and have it notarized
• Check this off your list and move on to the next step, which is understanding liability assignment and assumption agreements.
• Research applicable state and federal laws to ensure the agreement is in compliance
• Draft a liability assignment and assumption agreement that assigns all liabilities of the transferor to the transferee
• Identify all liabilities to be assigned, including any and all warranty liabilities, product liabilities, and medical liabilities
• Include all necessary clauses that provide for the transfer of the liabilities, and state that the transferor will not be liable for any liabilities after the date of the agreement
• Get the agreement approved by the assigning and assuming parties
• Sign and date the agreement in the presence of a witness
• Once all parties have signed the agreement, you can check this off your list and move on to the next step of drafting the Contract Assignment and Assumption Agreement.
• Understand the difference between an assignment and an assumption agreement. An assignment agreement transfers the rights and obligations of the original contract from one party to another, while an assumption agreement transfers only the obligations of the original contract to the new party.
• Familiarize yourself with the language of the assignment and assumption agreement. The agreement should clearly state the terms of the assignment, the obligations assumed by the new party, and the liabilities being transferred.
• Draft the assignment and assumption agreement. Make sure to include all relevant details, such as the parties involved, the original contract being transferred, the new obligations assumed by the new party, and any other important information.
• Review the agreement with a legal professional. It is important to have a lawyer or other legal professional review the agreement to make sure it meets all legal requirements.
• Sign the agreement. Once both parties have signed the agreement, it is officially binding and the obligations of the original contract are now transferred to the new party.

You will know when you can check this off your list and move on to the next step when you have completed all steps in this section, including drafting, reviewing, and signing the agreement.

• Understand the basics of a lease assignment and assumption agreement
• Have an understanding of the parties involved in the agreement
• Know what is included in the agreement such as the particular lease, the transferor, the transferee, a consideration amount, date of assignment, and other related documents
• Have an understanding of the legal implications of the agreement as far as warranties, liabilities, and other related obligations
• Understand the process of executing the agreement and any other related steps required
• Be aware of any local or state laws that may affect the agreement

Once you have a thorough understanding of the lease assignment and assumption agreement, you can check off this step and move on to the next step in the guide: The Purpose of an Assignment and Assumption Agreement.

• Understand the purpose of an assignment and assumption agreement, which is to transfer rights and obligations from one party to another
• Learn the different types of assignment and assumption agreements, such as lease assignment and assumption agreements, purchase and sale agreements, and contracts
• Identify the parties involved in the agreement, what rights and obligations are being transferred, and how the agreement will be executed
• Once you understand the purpose of an assignment and assumption agreement, you can move on to the next step in the guide
• Research and determine the terms of the agreement that are appropriate for your situation
• Identify any potential legal issues that could arise from the assignment and assumption agreement
• Draft the agreement that outlines the terms, conditions, consideration, and liabilities
• Both parties must review and approve the agreement in its entirety
• Make sure the agreement is signed by both parties and that each party has a copy of the agreement
• When both parties have agreed upon and signed the agreement, the assignment and assumption agreement is officially enforceable
• You can check this step off your list and move onto the next step once the agreement is signed and all parties have a copy.
• Identify all parties involved in the agreement, including the assignor, the assignee, and any other third parties
• Be sure to document all of the parties in the agreement and provide contact information for each
• Get contact information for all parties involved, including names, addresses, and phone numbers
• Verify that all parties involved are of legal age and able to enter into a binding agreement
• Make sure that all parties understand their roles and obligations in the agreement

When you can check this off your list: When all parties have been identified, contact information has been provided, and all parties understand and accept their roles and obligations in the agreement.

• Learn the key terms used in assignment and assumption agreements, such as “assignor” and “assignee.”
• Understand the scope of the agreement and the rights and obligations of each party.
• Consider any potential restrictions that might be in place.
• Identify any laws or regulations that affect the agreement.

You can check this step off your list and move on to the next step when you have a basic understanding of the terms used in the agreement, and the scope of the agreement and the rights and obligations of each party.

• Determine the parties involved in the assignment and assumption agreement and obtain contact information for each.
• Draft the agreement and include all the agreed upon terms and conditions.
• Review the agreement with all parties to ensure the terms and conditions are accurately reflected.
• Revise the agreement as needed to reflect any changes or amendments.
• Once all parties have agreed to the agreement and all revisions have been made, the agreement is ready to be signed.
• Carefully review the agreement to ensure that all the details and clauses are accurately reflected
• Make sure all parties to the agreement have signed the document
• Have all parties to the agreement keep a signed copy of the document for their records
• Once all parties have signed the document, you can check this off your list and move on to the next step.
• Familiarize yourself with the language and terminology used in assignment and assumption agreements.
• Understand the components of the agreement, such as the assignor, assignee, consideration, and liabilities.
• Become familiar with the common clauses found in assignment and assumption agreements, such as the warranty clause, assignment clause, and liability clause.
• Review the agreement for accuracy and ensure that all of the terms and conditions are clear.
• Once you have a full understanding of the key terms and clauses in the agreement, you can move on to the next step in the process.
• Determine who is the assignor and who is the assignee - the assignor is the one who is transferring their rights and obligations to the assignee
• Know the difference between the assignor and assignee - the assignor is the party transferring the rights and obligations, and the assignee is the party receiving them
• Understand the implications of the assignment and assumption agreement - the assignor is no longer responsible for the rights and obligations they are transferring to the assignee
• Make sure that the assignor and assignee are both aware of their respective roles and responsibilities - this will ensure that the agreement is legally binding

Once you have determined who the assignor and assignee are, know the differences between them, understand the implications of the agreement, and make sure both parties are aware of their roles and responsibilities, you can move on to the next step.

• Identify and list out all of the liabilities and obligations that are being assigned in the agreement
• Ensure that all liabilities and obligations of the assignor that are to be assumed by the assignee are included in the agreement
• Specify the date on which the liabilities and obligations are to be assumed by the assignee in the agreement
• Make sure that the assignee is aware of and accepts the liabilities and obligations that are being assigned
• Confirm that the assignor is not liable for any of the liabilities and obligations that are being assigned to the assignee
• Make sure to include a clause in the agreement that states that the assignor will not be liable for any of the liabilities and obligations that are being assigned to the assignee

When you can check this off your list and move on to the next step:

• When the assignor and assignee have agreed on all of the liabilities and obligations that are being assigned in the agreement
• When the assignor has agreed to not be liable for any of the liabilities and obligations that are being assigned to the assignee
• When the agreement has been reviewed and approved by both the assignor and assignee
• Ensure that all statements made by the assignor and the assignee are accurate and current
• Identify all representations and warranties made by the assignor to the assignee
• Make sure that any representations and warranties made by the assignor are clear and enforceable
• Verify that any representations and warranties made by the assignee are accurate and up-to-date
• Determine the remedies for breach of any representations and warranties

You can check this off your list and move on to the next step when you have identified all representations and warranties, verified that they are accurate and up-to-date, and determined the remedies for breach.

• Assignor should agree to indemnify Assignee from any and all claims, losses and damages that arise from breach of representations and warranties
• Assignor should agree to pay Assignee’s legal fees and other costs associated with defending against any claim
• Assignee should agree to indemnify Assignor from any and all claims, losses, and damages that arise from the Assignee’s actions after the transfer of the subject matter
• Once these indemnification terms are set, you can check this step off your list and move on to the next step.
• Determine the state law that will govern the agreement. Generally, the state law that will be applicable is the state in which the agreement is executed.
• The state law that you choose should be clear and explicit. Consider consulting a lawyer or legal advisor if you are unsure of the applicable state law.
• Make sure to include the state law that has been agreed upon in the agreement.
• Check off this step when the applicable state law has been determined and included in the agreement.
• Read your agreement carefully to ensure that the severability clause is properly drafted
• The severability clause should state that if any portion of the agreement is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect
• Familiarize yourself with the definitions of severability, enforceability, and invalidity
• Make sure that the agreement includes a severability clause that is tailored to the particular agreement
• Once you are confident that the severability clause is properly drafted, you can check this step off your list and move on to the next step.
• Research governing laws in the jurisdiction where the agreement will be signed and enforced
• Determine the laws that will govern the agreement and include them in the governing law clause
• This clause should include the state, country, or other jurisdiction
• Once you have determined the governing laws and included them in the clause, you can check this off your list and move on to the next step.
• Ensure that the agreement includes a provision specifying a proper notice address for each party
• Check that the notice provision includes the name and address of the recipient, the method of service (e.g., mail, e-mail, or fax), and the time period for responding
• Review the agreement to make sure that it includes a provision specifying the manner in which the parties will provide notice to each other
• Confirm that notice is defined correctly, as this is important for determining the time period for responding
• Once all of these points have been verified, you can check this off your list and move on to the next step.
• Review the agreement to make sure that the assignment language is drafted correctly and is broad enough to encompass all of the rights and obligations being assigned
• Ensure that the parties are not trying to assign any rights or obligations that are not legally assignable
• Make sure that the agreement is clear regarding the liabilities of the parties, as they will be assumed by the assignee
• Confirm that the assumptions being made by the assignee are clearly laid out in the agreement
• Ensure that the agreement is not assigning any rights or obligations that may be subject to the consent of a third party
• When all potential issues have been addressed, the agreement can be signed by both parties.
• Understand that an Assignment and Assumption Agreement (A&A) will transfer some of the liabilities from one party to another in a business transaction
• Identify which liabilities are to be transferred in the A&A
• Clarify which liabilities will remain with the original party
• Establish a timeline for the transfer of liabilities
• Decide which party is responsible for liabilities that occur after the transfer
• Make sure that the liabilities are accurately defined and described in the A&A

You will know that you can check this step off your list and move on to the next step when all liabilities have been properly identified, defined and described in the A&A, and all parties have agreed to the timeline for the transfer of liabilities.

• Understand the basics of Representations & Warranties and what they mean in the context of assignment and assumption agreements
• Learn what should be included in Representations & Warranties and the consequences of not making accurate representations
• Research different types of Representations & Warranties, such as those related to title, capacity, authority, and performance
• Check that all Representations & Warranties included in the agreement are accurate and up-to-date
• Once all Representations & Warranties have been reviewed and confirmed to be accurate, you can check this step off your list and move on to the next step of the guide.
• Understand that disputes under an Assignment and Assumption Agreement are generally handled by the parties involved
• Understand the purpose of an arbitration clause in the agreement, which is to resolve disputes quickly, fairly, and affordably
• Determine if the agreement should include a mediation clause, which is less formal than arbitration and may be more suitable for some disputes
• Consider whether the agreement should include a choice of law clause, which will determine the governing law of the agreement
• Know that the agreement should specify the venue for any potential dispute resolution proceedings
• Understand that the parties may need to provide notice to the other party before initiating a dispute resolution procedure
• When you have a full understanding of how disputes will be handled under the Assignment and Assumption Agreement, you can check this step off your list and move on to the next step.
• Understand the importance of the contractual limitations outlined in the agreement
• Make sure all parties involved in the agreement have agreed to the contractual limitations
• Know that contractual limitations are meant to protect the parties involved in the agreement
• Be aware that contractual limitations may include time limits, scope of duties, and other stipulations
• When all parties involved have agreed to the contractual limitations, you have completed this step and can move on to the next step.
• Familiarize yourself with the applicable laws in the jurisdiction in which the assignment and assumption agreement will be executed
• Make sure to include language in the agreement that will address any issues that may arise due to a conflict of laws
• Ensure that the agreement properly identifies and describes the rights, obligations, and interests that are being assigned and assumed
• Identify any contingencies that could affect the transfer of rights and obligations, and include language that addresses such contingencies
• Consider adding any additional provisions that may be necessary to ensure the successful completion of the transaction

You can check this off your list and move on to the next step when you have addressed any issues that may arise due to a conflict of laws, properly identified and described the rights, obligations and interests that are being assigned and assumed, identified any contingencies that could affect the transfer of rights and obligations, and considered adding any additional provisions that may be necessary to ensure the successful completion of the transaction.

• Identify all contingent liabilities that must be assumed by the assignee, including any pending or potential claims and obligations
• Make sure the assignee is aware of, and willing to assume, the contingent liabilities
• Include language in the assignment and assumption agreement that outlines the assignee’s assumption of any contingent liabilities
• Check that the provisions in the agreement precisely identify the liabilities assumed by the assignee
• When all contingent liabilities have been identified and included in the agreement, you can move on to the next step of understanding applicable laws.
• Research applicable laws related to assignment and assumption agreements in your jurisdiction
• Understand the legal language and key elements of an assignment and assumption agreement
• Understand the process for filing and registering an assignment and assumption agreement
• Know what documents and information may be required to complete the registration process
• Understand the timeline for completion of the registration process
• Once you have a good understanding of the applicable laws and the process for registration, you can move on to the next step of identifying any contingent liabilities.
• Research the applicable law, and use language that is consistent with the requirements
• Draft a clear and concise agreement that covers all relevant topics
• Ensure that the language used is precise and unambiguous
• Define any legal terms used in the agreement
• Make sure that the agreement is in writing and all parties have signed it
• Review the agreement and make sure it is legally compliant
• When all of the above steps are completed, you can move on to the next step in the guide.
• Research applicable laws and regulations that may apply to the assignment and assumption agreement
• Obtain any necessary licenses or permits, such as a real estate license
• Ensure that all parties understand the regulations that apply to the agreement
• Determine if any state or federal laws need to be adhered to
• When all applicable laws and regulations have been taken into account and complied with, you can move on to the next step.
• Understand the potential advantages of using an Assignment and Assumption Agreement, including:
• Transferring existing contractual obligations and liabilities from one party to another
• Ensuring continuity in contractual agreements between parties
• Avoiding the need for a new contract
• When you have a solid understanding of the potential benefits of using an Assignment and Assumption Agreement, you can check off this step and move on to the next one, which is Risk Reduction.
• Identify the potential risks that are associated with an assignment and assumption agreement
• Analyze how the assignment and assumption agreement may reduce those risks
• Understand the legalities that would protect both parties in the agreement
• Be aware of the potential regulatory requirements that may apply
• When you have thoroughly assessed the risks and understand how an assignment and assumption agreement can protect both parties, you are ready to move on to the next step.
• Understand the definition of an assignment and an assumption agreement
• Learn the differences between the two agreements
• Familiarize yourself with the processes and procedures of an assignment and assumption agreement
• Understand the legal implications of an assignment and an assumption agreement
• Familiarize yourself with the potential benefits of an assignment and assumption agreement
• Understand how an assignment and assumption agreement can be used to protect assets

You’ll know you can check this off your list and move on to the next step when you have a good grasp of the processes and procedures associated with an assignment and assumption agreement, the legal implications of such an agreement, and the potential benefits of using one.

• Understand the different costs associated with the transfer of assets, such as attorney’s fees, recording fees, and transfer taxes
• Consider the potential cost savings of using an assignment and assumption agreement as opposed to other methods of transferring assets
• Determine the effect of the transfer on the financial statements of both parties
• Review the agreement to ensure all costs are accounted for

When you have a thorough understanding of the cost savings to be made and have reviewed the agreement to ensure all costs are accounted for, you can move on to the next step.

• Be aware of the potential conflicts of interest between the assignor and assignee when an Assignment and Assumption Agreement is used
• Consider applicable laws, regulations and contractual restrictions when determining if an Assignment and Assumption Agreement is the best option
• Understand that if an Assignment and Assumption Agreement is used, both the assignor and assignee will remain liable for any existing obligations
• Be aware that the assignee may not have the same rights as the assignor under the agreement and may not have direct access to the original contract
• Understand that the assignee may be liable for any damages or losses caused by the assignor’s breach of the agreement

You’ll know when you can check this off your list and move on to the next step when you have a good understanding of the potential pitfalls and responsibilities associated with using an Assignment and Assumption Agreement.

• Understand that when assuming liabilities, there are certain risks that may be unforeseen and difficult to calculate
• Be aware that the assignor of the agreement can still be held liable if any unanticipated risks arise
• Carefully review the agreement to ensure that the assignor and the assignee are both protected from unforeseen risks
• Discuss any potential risks with legal counsel to ensure that all parties understand the potential risks
• Have all parties sign the agreement to ensure that everyone is aware of the risks and agrees to them
• When all parties have signed, the agreement can be considered complete and all parties can move forward with the transfer of liabilities
• Understand the differences between the two parties and their respective interests
• Identify the areas where both parties can agree on specific terms and conditions
• Determine which party will be liable for any breaches of the agreement
• Negotiate a fair deal that both parties can agree to
• Consider any legal, financial, and tax implications for both parties
• Once negotiations are complete, have the parties sign the agreement
• Make sure that both parties understand the terms and conditions of the agreement
• Verify that both parties are in agreement and that all negotiations are complete
• Check that all the required legal documents are present and in order
• Check that all parties involved are aware of their respective responsibilities

You’ll know when you can check this off your list and move on to the next step when all parties have agreed to the terms and conditions of the agreement, all required legal documents have been provided and in order, and all parties have signed the agreement.

• Research the laws and regulations that apply to the transaction, including state and local statutes, to assess potential risks
• Check for any filing requirements or permits that need to be obtained
• Identify any restrictions that could occur due to the parties involved
• Document any potential regulatory non-compliance issues
• When all potential risks have been identified and documented, you can move on to the next step.
• Review the terms and conditions of the agreement, as well as any applicable regulations, to ensure that all parties have a clear understanding of the agreement as a whole.
• Seek legal counsel if there are any questions or concerns about the agreement.
• Finalize the agreement by signing and exchanging documents.
• After the agreement has been finalized, it will be legally binding and enforceable.
• Make sure all parties are aware of their responsibilities and obligations under the agreement.
• Monitor the agreement to ensure that all parties are complying with the terms and conditions of the agreement.
• Check off this step when the agreement has been finalized and all parties have signed and exchanged documents.
• Review the agreement carefully and make sure all parties have signed off
• Make sure all parties have received a copy of the agreement
• Ensure that all parties have received the agreed-upon consideration
• File the original agreement with all relevant documents with the appropriate government agency or court
• You will know that you have finished this step when all parties have signed the agreement, all parties have received a copy, and the original agreement has been filed with the appropriate government agency or court.
• Execute the agreement, making sure both parties have signed it and that all parties involved have read, understood, and accepted the terms and conditions of the agreement.
• Make sure that the agreement has been filed with the appropriate state or federal agency, if required.
• Start the process of transferring assets and obligations from the assignor to the assignee, as outlined in the agreement.
• Make sure that all parties have the necessary information to complete the assignment and assumption. This may include but is not limited to: legal documents, financial documents, contracts, and other pertinent information.
• Ensure that all parties have received the necessary payment for the assignment and assumption.
• Check that all parties have complied with the terms and conditions of the agreement.
• You can check this off your list once you have completed all the steps necessary for the successful implementation of the agreement.
• Ensure you have all relevant documents, such as the assignment and assumption agreement, and any other documents mentioned in the agreement
• Gather all necessary signatures from the parties involved
• Make copies of the signed documents for all parties
• File the original documents with the appropriate governmental agency or court
• Update any necessary records, including those within your company
• Verify that all documents have been properly filed
• You can check off this step and move on to the next step when all documents have been properly signed and filed.

Q: What is the difference between an Assignment and Assumption Agreement and a novation agreement?

Asked by Zane on 27th March 2022. A: An Assignment and Assumption Agreement is used to transfer contractual rights and obligations from one party to another, while a novation agreement is used to substitute one contracting party with another. In a novation agreement, all three parties must agree to the substitution, while in an Assignment and Assumption Agreement, only two parties are involved.

Example dispute

Lawsuit referencing assignment and assumption agreement.

• A plaintiff may raise a lawsuit referencing an assignment and assumption agreement when one party assumes the rights and obligations of another party in a contract.
• The lawsuit may be raised if the party that assumed the rights and obligations did not fulfill them or did not fulfill them in the manner agreed upon in the contract.
• The plaintiff must provide proof that the party failed to fulfill the rights and obligations of the contract in order to win the lawsuit.
• Settlement may be reached through a negotiated agreement between the parties.
• Damages may be awarded if the plaintiff can prove the losses incurred due to the breach of contract.

Templates available (free to use)

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M&A Transaction Structures: The Difference Between an Asset Sale and a Stock Sale

By: Jack R. Magee and Robert E. Futrell, Jr.

In any M&A transaction, one of the first questions for the parties to the transaction is how the deal should be structured. Whether to provide for the buyer to acquire the assets or the stock (or other equity interests) of the target company will impact virtually every aspect of the deal. At times, the choice for the optimal structure is apparent and quickly agreed; other times, parties can spend significant time and resources working to agree on this threshold determination. When the time comes to draft the definitive purchase agreement, there will be significant differences in the agreement depending on the type of transaction structure agreed upon by the buyer and the seller.

This article does not address the tax considerations involved in pursuing an asset deal versus a stock deal; however, the choice of structure often is driven by tax implications that are complex and deal specific. Involving tax counsel and accounting advisors early in an M&A process, ideally before negotiating a letter of intent or other acquisition proposal, can save time and money in the long run.

An asset sale transaction involves the sale of some or all of the assets used in a business from a selling company to a buyer. The purchased assets often encompass all or substantially all of the assets of the company; other times, the transferred assets include only those used in a specific division or certain selected assets of the company. In an asset deal, typically the buyer will assume only certain specified liabilities of the business from the selling company.

A benefit of an asset sale is that it allows the parties significant flexibility as to what assets and liabilities are included in the transaction. In particular, for a buyer this provides an opportunity to reduce its risk of assuming unknown liabilities of the acquired business. Additionally, an asset sale allows a buyer to avoid spending money on unwanted assets. For a seller, an asset sale is often not preferred over a stock sale, but in some instances it is ideal for allowing a seller to dispose of just a portion of its holdings. Asset sales often are used in connection with the sale of a distressed business, the sale of a business division, or in transactions where there are significant concerns regarding known and unknown liabilities of the business.

A stock or equity sale transaction involves the sale of the equity interests in a target company from the equity holders to a buyer. In a stock deal, instead of choosing specific assets and liabilities to acquire, the buyer purchases an ownership stake in the entire business. In effect, the buyer acquires the entity instead of acquiring the business from the entity.

A stock sale is often favored by the owners of a selling company because, in general, all of the known and unknown liabilities of the business are transferred to the buyer, and therefore the sellers avoid ongoing exposure to such liabilities (other than as expressly agreed with the buyer). Buyers often resist a stock sale transaction unless the company to be acquired has a clean operating history or there are significant practical difficulties in completing an asset sale, such as restrictions on the transfer of certain assets from the selling company to the buyer or burdensome third party consents needed to transfer the assets.

Though this article has used the term “stock sale” to describe the primary alternative to an asset sale, it should be noted that another common M&A transaction structure, a merger, provides another alternative. A merger is, in many ways, similar to a stock deal in that the buyer acquires the entire entity operating the business, including all of the assets and liabilities of the business. However, if the company has a significant number of stockholders, the stockholders are not easily accessible or there is a risk that all of the stockholders will not support the transaction, then a merger may be preferable to a stock sale. This is due to the fact that a stock sale requires each and every stockholder to agree to sell such holder’s equity, while a merger usually requires approval of less than all of the stockholders. There are other considerations, including tax considerations, to attend to in opting for a merger instead of a stock sale and any party to a potential M&A transaction should discuss these with its legal and tax advisors.

Drafting Considerations

Depending on whether an acquisition is structured as an asset sale or a stock sale (or merger), there will be significant differences in the transaction documents. A substantial portion of an asset purchase agreement is used to identify the assets to be acquired and the liabilities to be assumed by the buyer. Typically, the buyer will want the asset purchase agreement to provide that the buyer disclaims any obligations other than those liabilities that are expressly assumed. If the provisions describing the acquired assets and assumed liabilities are carefully written, then the representations and warranties from the seller can be limited to focus on items that have or might impact such assets and liabilities. In addition to an asset purchase agreement, other ancillary agreements will be required to transfer the assets from the seller to the buyer. These might include a bill of sale, assignment and assumption agreements, intellectual property assignments and corporate name change filings, as well as agreements providing for the hiring of the employees of the business by the buyer.

In a stock sale, the purchase agreement will not describe specific assets and liabilities of the business to be acquired since the entire spectrum of assets and liabilities of the business will transfer to the buyer along with the entity that is purchased. As such, typically the representations and warranties in a stock purchase agreement from the seller to the buyer will be more comprehensive and broader in scope, covering all aspects of the acquired business and the historical operations of the entity. While additional ancillary agreements are required in a stock sale, often fewer are needed than in an asset sale and, typically, the number of third party consents needed to complete the deal is much lower.

Deciding on the best deal structure for an M&A transaction requires evaluation of a number of factors, some of which are complex or deal specific. The determination of the optimal structure should be made as early as possible, since the decision will impact virtually all of the transaction documents. If you are considering a significant M&A transaction, whether as the potential buyer or seller, you should consult with your legal counsel and tax and accounting advisors early in the process to avoid potential delays and unnecessary expense.

* * * * * * *

Jack Magee and Rob Futrell are attorneys in the M&A practice group of Wyrick Robbins Yates & Ponton LLP, which represents clients across a broad range of industries in connection with their significant corporate transactions. The group publishes Practice Briefs periodically as a service to clients and friends. The purpose of this Practice Brief is to provide general information, and it is not intended to provide, and should not be relied upon as, legal advice.

Bill of Sale and Assignment and Assumption Agreements definition

Examples of bill of sale and assignment and assumption agreements in a sentence.

The Debtors have demonstrated good, sufficient, and sound business purposes and justifications for approval of the Sale Notice, the Lease Sale Agreement, and the Sale Transaction and in entering into the Lease Sale Agreement and related Bill of Sale and Assignment and Assumption Agreements (the “Related Agreements”).

The Debtors have demonstrated good, sufficient, and sound business purposes and justifications for approval of the Sale Notice, the Lease Sale Agreement, and the Sale Transaction and in entering into the Lease Sale Agreement and related Bill of Sale and Assignment and Assumption Agreements (the “Related Agreement”).

On August 21, 2017, pursuant to the terms of the offer letter, the Company granted Mr. Smith stock options to purchase 200,000 shares of the Company’s common stock, with a per share exercise price of $1.16, the closing price of the Company’s common stock on the grant date.

Related to Bill of Sale and Assignment and Assumption Agreements

Assignment and Assumption Agreements means each of the Assignment and Assumption Agreements to be executed between a Trustee and trustee of the relevant Successor Trust in accordance with the relevant Trust Agreement, as the same may be amended, modified or supplemented from time to time.

Assignment and Assumption Agreement means the Assignment and Assumption Agreement substantially in the form of Exhibit L (appropriately completed).

Assignment and Assumption of Lease has the meaning set forth in Section 3.02(a)(v).

Assignment and Assumption means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 10.06(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit E or any other form approved by the Administrative Agent.

nment and Assumption means an assignment and assumption agreement entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.04), and accepted by the Administrative Agent, in the form of E xhibit A or any other form approved by the Administrative Agent.

Affiliated Lender Assignment and Assumption has the meaning set forth in Section 10.07(l)(i).

Assignment and Acceptance Agreement means an assignment and acceptance agreement entered into by a Lender, an Eligible Assignee and the Administrative Agent, and, if required, the Borrower, pursuant to which such Eligible Assignee may become a party to this Agreement, in substantially the form of Exhibit C hereto.

Conveyancing and Assumption Instruments means, collectively, the various agreements, instruments and other documents heretofore entered into and to be entered into to effect the transfer of Assets and the assumption of Liabilities in the manner contemplated by the Distribution Agreement, or otherwise arising out of or relating to the transactions contemplated in the Distribution Agreement.

Assignment and Acceptance means an assignment and acceptance entered into by a Lender and an Eligible Assignee, and accepted by the Agent, in substantially the form of Exhibit C hereto.

Addendum and Assignment Agreement The Addendum and Assignment Agreement, dated as of January 31, 1995, between MLCC and the Master Servicer.

Permitted Loan Purchase Assignment and Acceptance means an assignment and acceptance entered into by a Lender as an Assignor and Holdings, the Borrower or any of the Subsidiaries as an Assignee, as accepted by the Administrative Agent (if required by Section 9.04) in the form of Exhibit G or such other form as shall be approved by the Administrative Agent and the Borrower (such approval not to be unreasonably withheld or delayed).

Assignment and Conveyance Agreement As defined in Subsection 6.01.

Guarantee Assumption Agreement means a Guarantee Assumption Agreement substantially in the form of Exhibit B to the Guarantee and Security Agreement between the Collateral Agent and an entity that pursuant to Section 5.08 is required to become a “Subsidiary Guarantor” under the Guarantee and Security Agreement (with such changes as the Administrative Agent shall request consistent with the requirements of Section 5.08).

Assumption Agreement has the meaning specified in Section 2.18(d)(ii).

Designated Borrower Request and Assumption Agreement has the meaning specified in Section 2.14.

Assignment and Conveyance An Assignment and Conveyance in the form of Exhibit I hereto dated as of the related Closing Date, by and between the Company and the Purchaser.

IP Assignment Agreement has the meaning set forth in Section 3.2(a)(iii).

Patent Assignment Agreement means the patent assignment agreement substantially in the form of Exhibit A.

Incremental Assumption Agreement means an Incremental Assumption Agreement in form and substance reasonably satisfactory to the Administrative Agent, among the Borrower, the Administrative Agent and, if applicable, one or more Incremental Term Lenders and/or Incremental Revolving Facility Lenders.

Assignment Agreements The following Assignment, Assumption and Recognition Agreements, each dated as of March 29, 2006, whereby certain Servicing Agreements solely with respect to the related Mortgage Loans were assigned to the Depositor for the benefit of the Certificateholders:

Trademark Assignment Agreement has the meaning set forth in Section 2.01.

Assignment Agreement means an Assignment and Assumption Agreement substantially in the form of Exhibit E, with such amendments or modifications as may be approved by Administrative Agent.

IP Assignment a collateral assignment or security agreement pursuant to which an Obligor grants a Lien on its Intellectual Property to Agent, as security for the Obligations.

Patent Assignment each patent collateral assignment agreement pursuant to which an Obligor assigns to Agent, for the benefit of Secured Parties, such Obligor’s interests in its patents, as security for the Obligations.

Qualified assignment agreement means an agreement providing for a qualified assignment within the meaning of section 130 of the Internal Revenue Code.

Trademark Assignment shall have the meaning specified in Section 3.2(c).