Debt Assumption Agreement

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					This Debt Assumption Agreement involves three parties, a delegator (company with
debt that was sold), a delegatee (purchasing company that assumed the debt) and an
obligee (company to which delegator was in debt). In the agreement, the delegatee
assumes the debt of the delegator and based on the representations and warranties of
the delegator and the delegatee, the obligee consents to the assumption of debt by the
obligee, and agrees to release the delegator from liability. This document contains
numerous standard provisions that are commonly included in these types of
agreements, and may be customized to fit the specific needs of the contracting parties.
It is useful in situations where a company in debt is sold to another company.
                            DEBT ASSUMPTION AGREEMENT

DEBT ASSUMPTION AGREEMENT (the “Agreement”) made as of ___________
[Instruction: Insert Date], by and between ___________ [Instruction: Insert Name of
Company that Was Sold], located at ___________ [Instruction: Insert Address]
(“Delegator”), ___________ [Instruction: Insert Name of Purchasing Company that
Assumed the Debt], located at ___________ [Instruction: Insert Address] (“Delegatee”), and
___________ [Instruction: Insert Name of Creditor], located at ___________ [Instruction:
Insert Address] (“Obligee”).

WHEREAS, Delegator and Delegatee entered into Purchase and Sale Agreement dated
___________ [Instruction: Insert Date] (the “Purchase Agreement”);

WHEREAS, pursuant to the Purchase Agreement, the Delegatee agreed to assume certain debts,
liabilities and obligations of Delegator, including but not limited to Delegator’s debts to Obligee.

WHEREAS, it is acknowledged by all parties hereto that the ledger attached hereto as Exhibit
“A” and incorporated herein, indicates a true and correct total of Delegator’s aggregate debts to
Obligee (collectively, the “Debt”) as of the date hereof.

WHEREAS Delegatee agrees to assume the Debt and Obligee consents to said assumption and
substitution;

NOW, THEREFORE, in consideration of the mutual promises and covenants hereinafter set
forth, the Company and Shareholder agree as follows:

1. Delegator Acknowledgements and Representations. Delegator acknowledges, represents and
warrants that:

    A. With Obligee’s consent, Delegator will transfer and convey the Debt owed to Obligee to
Delegatee, without recourse. Upon request by Obligee, Delegator shall deliver such further
instruments and take such further actions as may be necessary to evidence more fully the transfer
to Delegatee.

    B. Delegator has not failed to disclose to Obligee any information which, if known by
Obligee, might provide grounds for Obligee to reasonably withhold Obligee’s consent to the
assumption of the Debt to Delegatee.

2. Delegatee Acknowledgements and Representations. Delegatee acknowledges, represents and
warrants that:

   A. Delegatee has reviewed and is fully aware of the Debt and all related agreements, notes
and other instruments (the “Debt Instruments”) related to the Debt;

  B. the assumption of the Debt is subject to the terms of the Debt Instruments and does not
modify any rights or obligations under the Debt Instruments;
   C. Delegatee shall perform all of the terms under the Debt Instruments as though Delegatee
were the original signatory of the Agreement; and

    D. Assignee has not failed to disclose to Obligee any information which, if known by
Obligee, might provide grounds for Obligee to reasonably withhold Obligee’s consent to the
assumption of the Debt to Assignee.

3. Obligee Consent. Provided that the foregoing representations and warranties are true and
correct, for valuable consideration, including the terms of this Agreement, and the
acknowledgments, representations and warranties set forth above, Obligee consents to
Delegatee’s assumption of the Debt and fully releases Delegator from any and all liabilities,
damages, causes of actions and claims, which Obligee may have related to the Debt and/or the
Debt Instruments.

4. Miscellaneous.

    A. This Agreement constitutes the entire agreement between the parties hereto with respect
to the specific subject matter hereof and supersedes all prior agreements or understandings of any
kind with respect to the specific subject matter hereof.

    B. In the event that any provision or part of this Agreement shall be deemed void or invalid
by a court of competent jurisdiction, the remaining provisions or parts shall be and remain in full
force and effect.

    C. Any modification to this Agreement must be in writing and signed by the parties or it
shall have no effect and shall be void.

    D. This Agreement is binding upon and shall inure to the benefit of the respective
successors, licensees and/or assigns of the parties hereto. Notwithstanding the foregoing, this
Agreement and the rights granted to Shareholder hereunder are personal to Shareholder and may
not be assigned to any other person without Company’s prior written consent.

    E. The waiver by either party of a breach or violation of any provision of this Agreement
shall not constitute a waiver of any subsequent or other breach or violation.

    F. This Agreement shall be governed in accordance with the laws of the State of
_____________ [Instruction: Insert State], applicable to agreements to be wholly performed
therein, with jurisdiction exclusive to the Federal and State courts located in the County of
_____________ [Instruction: Insert County], State of ______________ [Instruction: Insert
State].

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


DELEGATOR:


________________________________ [Instruction: sign]
By: ___________________________ [Instruction: Insert Name of Signatory]
Title: ___________________________ [Instruction: Insert Title of Signatory]


DELEGATEE:


________________________________ [Instruction: sign]
By: ___________________________ [Instruction: Insert Name of Signatory]
Title: ___________________________ [Instruction: Insert Title of Signatory]


OBLIGEEE:


________________________________ [Instruction: sign]
By: ___________________________ [Instruction: Insert Name of Signatory]
Title: ___________________________ [Instruction: Insert Title of Signatory]
Exhibit “A”
Debt Ledger
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Description: This Debt Assumption Agreement involves three parties, a delegator (company with debt that was sold), a delegatee (purchasing company that assumed the debt) and an obligee (company to which delegator was in debt). In the agreement, the delegatee assumes the debt of the delegator and based on the representations and warranties of the delegator and the delegatee, the obligee consents to the assumption of debt by the obligee, and agrees to release the delegator from liability. This document contains numerous standard provisions that are commonly included in these types of agreements, and may be customized to fit the specific needs of the contracting parties. It is useful in situations where a company in debt is sold to another company.