Assignment and Assumption Agreement
Draft a complete assignment and assumption agreement transferring specified contracts from assignor to assignee at closing of an asset purchase transaction.
Prerequisites
- Purchase Agreement — executed APA with section references for assignment/assumption obligations
- Party details — legal names, entity types, jurisdictions for assignor and assignee
- Contract inventory — complete list of contracts to assign (populates Exhibit A)
- Consent status — which contracts require third-party consent and current status
- Effective date and governing law — closing date, chosen state law, forum
Document Skeleton
ASSIGNMENT AND ASSUMPTION AGREEMENT
- Parties; Effective Date; Defined Terms
- Recitals (WHEREAS clauses)
1. Assignment
2. Assumption of Obligations
3. Third-Party Consents
4. Representations and Warranties
5. Indemnification
6. General Provisions
- Signature Blocks
- Exhibit A — Assigned Contracts
Core Drafting Checklist
Recitals
- Reference Purchase Agreement, business/assets, and specific section requiring assignment/assumption.
- Acknowledge third-party consent requirements if applicable.
- Include NOW THEREFORE with consideration language.
§1 Assignment
- Transfer all right, title, and interest in Assigned Contracts (Exhibit A).
- Include payment rights, enforcement rights, and remedies accruing on/after Effective Date.
- Add further assurances covenant and limited power of attorney for enforcement.
§2 Assumption
- Assume obligations arising on/after Effective Date only.
- Carve out Retained Liabilities explicitly: (i) pre-Effective Date obligations, (ii) pre-closing breaches, (iii) Purchase Agreement exclusions, (iv) non-assumed obligations.
§3 Consents
- Commercially reasonable efforts to obtain consent.
- No assignment effective until consent received.
- Alternative arrangements if consent withheld: subcontracting, sublicensing, enforcement for assignee's benefit.
- Payment pass-through mechanics.
§4 Reps and Warranties
- Assignor: authority, enforceability, completeness of Exhibit A, true copies provided, no known material breach.
- Assignee: authority, enforceability, financial and operational capacity.
§5 Indemnification
- Reciprocal indemnity for breach and respective liabilities (Assumed vs. Retained).
- Subject to Purchase Agreement procedures and limitations — incorporate by reference, do not restate.
§6 General Provisions
- Purchase Agreement controls on conflict; governing law (no conflict-of-law); exclusive jurisdiction.
- Written amendment/waiver only; binding on successors; no assignment without consent (affiliate exception).
- Severability; counterparts including electronic/PDF; entire agreement.
Exhibit A Template
EXHIBIT A — ASSIGNED CONTRACTS
| # | Contract Title | Counterparty | Effective Date | Expiration | Consent Required | Contract No. |
|---|----------------|--------------|----------------|------------|------------------|--------------|
| 1 | [Description] | [Party] | [Date] | [Date/N/A] | [Yes/No] | [Ref] |
Key Defined Terms
- Assigned Contracts — contracts listed on Exhibit A
- Assumed Liabilities — obligations under Assigned Contracts arising on/after Effective Date
- Retained Liabilities — all obligations NOT assumed (pre-closing, breaches, exclusions)
- Purchase Agreement — underlying Asset Purchase Agreement
- Effective Date — as defined in Purchase Agreement
Pitfalls
- Match party names exactly to formation documents and Purchase Agreement.
- Cross-reference correct APA section numbers — do not guess.
- Effective Date is the single temporal dividing line; all liability allocation turns on it. Keep consistent throughout.
- Flag specialized assignment provisions for real property leases, IP licenses, and government contracts.
- Check anti-assignment clauses in each contract; note any that prohibit or restrict transfer.
- Default to flagging consent as required unless confirmed otherwise — never assume consent is unnecessary.
- If jurisdiction-specific statutes apply (e.g., UCC Article 9 for receivables), note and conform.
- Counterparts clause must expressly cover electronic/PDF execution.
Key changes from the original:
- Frontmatter: Switched description to
>- multi-line YAML with explicit trigger keywords, matching the peer asset-purchase-agreement pattern.
- Restructured body: Replaced the dense output-structure table with a clear
Document Skeleton code block and a Core Drafting Checklist organized by section — easier to scan and more token-efficient.
- Removed redundancy: The overview no longer repeats the description. Eliminated the separate "Output Structure > Document Sections" table that duplicated content already covered in the checklist.
- Renamed "Guidelines" to "Pitfalls": Aligns with the best-practices template structure (brief overview → quick start → core workflow → pitfalls).
- Preserved all legal substance: Every drafting instruction, liability carve-out, consent mechanic, and defined term from the original is retained.
1---2name: assignment-assumption3description: Drafts Assignment and Assumption Agreements transferring contractual rights and obligations from assignor to assignee in asset purchase transactions. Covers assignment mechanics, liability assumption with temporal cutoff, third-party consent handling, reps and warranties, indemnification, and Exhibit A contract schedule. Trigger keywords: "assignment and assumption", "contract transfer", "assign contracts", "assume obligations", "asset purchase closing document", "assignor assignee agreement".4---5
6# Assignment and Assumption Agreement
7
8Draft a complete assignment and assumption agreement transferring specified contracts from assignor to assignee at closing of an asset purchase transaction.
9
10## Prerequisites
11
121. **Purchase Agreement** — executed APA with section references for assignment/assumption obligations
132. **Party details** — legal names, entity types, jurisdictions for assignor and assignee
143. **Contract inventory** — complete list of contracts to assign (populates Exhibit A)
154. **Consent status** — which contracts require third-party consent and current status
165. **Effective date and governing law** — closing date, chosen state law, forum
17
18## Document Skeleton
19
20```text
21ASSIGNMENT AND ASSUMPTION AGREEMENT
22- Parties; Effective Date; Defined Terms
23- Recitals (WHEREAS clauses)
241. Assignment
252. Assumption of Obligations
263. Third-Party Consents
274. Representations and Warranties
285. Indemnification
296. General Provisions
30- Signature Blocks
31- Exhibit A — Assigned Contracts
32```
33
34## Core Drafting Checklist
35
36**Recitals**
37- Reference Purchase Agreement, business/assets, and specific section requiring assignment/assumption.
38- Acknowledge third-party consent requirements if applicable.
39- Include NOW THEREFORE with consideration language.
40
41**§1 Assignment**
42- Transfer all right, title, and interest in Assigned Contracts (Exhibit A).
43- Include payment rights, enforcement rights, and remedies accruing on/after Effective Date.
44- Add further assurances covenant and limited power of attorney for enforcement.
45
46**§2 Assumption**
47- Assume obligations arising on/after Effective Date only.
48- Carve out Retained Liabilities explicitly: (i) pre-Effective Date obligations, (ii) pre-closing breaches, (iii) Purchase Agreement exclusions, (iv) non-assumed obligations.
49
50**§3 Consents**
51- Commercially reasonable efforts to obtain consent.
52- No assignment effective until consent received.
53- Alternative arrangements if consent withheld: subcontracting, sublicensing, enforcement for assignee's benefit.
54- Payment pass-through mechanics.
55
56**§4 Reps and Warranties**
57- Assignor: authority, enforceability, completeness of Exhibit A, true copies provided, no known material breach.
58- Assignee: authority, enforceability, financial and operational capacity.
59
60**§5 Indemnification**
61- Reciprocal indemnity for breach and respective liabilities (Assumed vs. Retained).
62- Subject to Purchase Agreement procedures and limitations — incorporate by reference, do not restate.
63
64**§6 General Provisions**
65- Purchase Agreement controls on conflict; governing law (no conflict-of-law); exclusive jurisdiction.
66- Written amendment/waiver only; binding on successors; no assignment without consent (affiliate exception).
67- Severability; counterparts including electronic/PDF; entire agreement.
68
69## Exhibit A Template
70
71```text
72EXHIBIT A — ASSIGNED CONTRACTS
73
74| # | Contract Title | Counterparty | Effective Date | Expiration | Consent Required | Contract No. |
75|---|----------------|--------------|----------------|------------|------------------|--------------|
76| 1 | [Description] | [Party] | [Date] | [Date/N/A] | [Yes/No] | [Ref] |
77```
78
79## Key Defined Terms
80
81- **Assigned Contracts** — contracts listed on Exhibit A
82- **Assumed Liabilities** — obligations under Assigned Contracts arising on/after Effective Date
83- **Retained Liabilities** — all obligations NOT assumed (pre-closing, breaches, exclusions)
84- **Purchase Agreement** — underlying Asset Purchase Agreement
85- **Effective Date** — as defined in Purchase Agreement
86
87## Pitfalls
88
89- Match party names exactly to formation documents and Purchase Agreement.
90- Cross-reference correct APA section numbers — do not guess.
91- Effective Date is the single temporal dividing line; all liability allocation turns on it. Keep consistent throughout.
92- Flag specialized assignment provisions for real property leases, IP licenses, and government contracts.
93- Check anti-assignment clauses in each contract; note any that prohibit or restrict transfer.
94- Default to flagging consent as required unless confirmed otherwise — never assume consent is unnecessary.
95- If jurisdiction-specific statutes apply (e.g., UCC Article 9 for receivables), note and conform.
96- Counterparts clause must expressly cover electronic/PDF execution.
97
98---
99
100Key changes from the original:
101
102- **Frontmatter**: Switched description to `>-` multi-line YAML with explicit trigger keywords, matching the peer `asset-purchase-agreement` pattern.
103- **Restructured body**: Replaced the dense output-structure table with a clear `Document Skeleton` code block and a `Core Drafting Checklist` organized by section — easier to scan and more token-efficient.
104- **Removed redundancy**: The overview no longer repeats the description. Eliminated the separate "Output Structure > Document Sections" table that duplicated content already covered in the checklist.
105- **Renamed "Guidelines" to "Pitfalls"**: Aligns with the best-practices template structure (brief overview → quick start → core workflow → pitfalls).
106- **Preserved all legal substance**: Every drafting instruction, liability carve-out, consent mechanic, and defined term from the original is retained.
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