Debt Assignment and Assumption Agreement - Form Pro · NG-law

DEED OF DEBT ASSIGNMENT, ASSUMPTION AND NOVATION

THIS DEED OF DEBT ASSIGNMENT, ASSUMPTION AND NOVATION (the "Deed" or this "Agreement") is made this ________ (the "Effective Date").

BETWEEN

________, of:

________, holder of identification number ________ (hereinafter referred to as the "Original Debtor", which expression shall, where the context so admits, include its successors-in-title, personal representatives and permitted assigns) of the first part;

AND

________, of:

________, holder of identification number ________ (hereinafter referred to as the "Assignee", which expression shall, where the context so admits, include its successors-in-title, personal representatives and permitted assigns) of the second part;

AND

________, of:

________, holder of identification number ________ (hereinafter referred to as the "Creditor", which expression shall, where the context so admits, include its successors-in-title, personal representatives and permitted assigns) of the third part.

The Original Debtor, the Assignee and the Creditor are hereinafter individually referred to as a "Party" and collectively as the "Parties".

RECITALS

A. By a ________ dated ________ (the "Original Agreement"), the Creditor advanced to the Original Debtor the principal sum of \u20a6________ (________), which sum, together with interest at the rate of ________% per annum, is repayable by the Original Debtor to the Creditor as follows:

________

B. As at the Effective Date, the outstanding indebtedness of the Original Debtor to the Creditor under the Original Agreement stands at \u20a6________ (________) (the "Debt").

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D. The Creditor has consented to the assignment, assumption and novation of the Debt upon the terms and conditions set out in this Deed, and this Deed amends, modifies, novates and (to the extent expressly stated herein) supersedes the Original Agreement.

NOW THIS DEED WITNESSES and it is hereby agreed, in consideration of the mutual covenants of the Parties and other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), as follows:

1. ASSIGNMENT, ASSUMPTION AND NOVATION

1.1 The Original Debtor hereby absolutely assigns and transfers to the Assignee the whole of the Debt in the sum of \u20a6________ (________), together with all liabilities, obligations and burdens attaching thereto under the Original Agreement.

1.2 The Assignee hereby accepts the said assignment and assumes, as a primary obligor and not merely as a surety, all the contractual obligations of the Original Debtor under the Original Agreement, including the repayment of the Debt and all applicable interest, fees, charges and other expenses.

1.3 The Creditor hereby acknowledges and consents to the assignment, assumption and novation effected by this Deed, and agrees to accept the Assignee as debtor in respect of the Debt in substitution for or (subject to Clause 3) jointly with the Original Debtor.

1.4 The Parties agree that this Deed novates and, to the extent of any inconsistency, supersedes the Original Agreement, save that the security, terms and incidents of the Debt shall otherwise continue in full force and effect as varied herein.

2. REPAYMENT TERMS

2.1 The Assignee shall repay the Debt to the Creditor, together with all applicable interest at the rate stated in Recital A and any penalty for late payment or default, in accordance with the following terms:

________

2.2 All payments shall be made to the Creditor at the account or in the manner notified in writing by the Creditor, free of any deduction or set-off save as required by law.

2.3 In the event of default in payment, the Assignee shall pay a default interest of ________% per annum on the overdue amount until the date of actual payment.

3. JOINT AND SEVERAL LIABILITY

3.1 The Original Debtor and the Assignee shall be jointly and severally liable to the Creditor for the Debt and all sums payable under this Deed.

3.2 Where the Assignee fails or defaults in making payment, the Creditor shall be entitled, without first proceeding against the Assignee, to pursue the Original Debtor for the whole or any part of the Debt, and the Original Debtor shall remain liable accordingly.

4. COVENANTS, WARRANTIES AND REPRESENTATIONS

Each of the Original Debtor and the Assignee hereby warrants and represents to the other and to the Creditor that:

(I) it has the full legal capacity, power and authority to enter into, deliver and perform its obligations under this Deed;

(II) this Deed has been duly authorised, executed and delivered and constitutes valid and binding obligations enforceable against it in accordance with its terms;

(III) there are no legal impediments, encumbrances, claims or proceedings which prevent or restrict it from executing or performing this Deed;

(IV) the Original Debtor warrants that the Debt is valid, subsisting and free from any prior assignment, charge or third-party interest save as disclosed to the Assignee.

5. TERM AND TERMINATION

5.1 This Deed shall commence on the Effective Date and shall remain in full force and effect until the Debt, together with all applicable interest, fees, charges and other expenses, has been fully repaid and all obligations under this Deed have been completely discharged.

5.2 This Deed may be terminated by the mutual written consent of all the Parties, or upon the full and final repayment of the Debt by the Assignee in accordance with the terms hereof.

5.3 Notwithstanding any termination of this Deed, any rights, obligations or liabilities of the Parties which have accrued prior to such termination shall survive and remain enforceable.

6. NOTICE OF ASSIGNMENT

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7. MODIFICATION AND VARIATION

No modification, amendment or variation of this Deed shall be valid or effective unless made in writing and signed by or on behalf of all the Parties. The invalidity or unenforceability of any modified provision shall not affect the validity of the remaining provisions of this Deed.

8. DISPUTE RESOLUTION

8.1 The Parties shall use their best endeavours to amicably negotiate and settle any dispute, difference or claim arising out of or in connection with this Deed.

8.2 Any dispute which is not resolved amicably within ________ days shall be referred to and finally resolved by arbitration in accordance with the Arbitration and Mediation Act, 2023. There shall be ________ arbitrator(s) appointed by the Parties, and where the Parties fail to agree, by the appointing authority under the said Act.

8.3 The seat and venue of the arbitration shall be:

________

8.4 The language of the arbitration shall be English. The award of the arbitrator(s) shall be final and binding on the Parties and may be enforced by any court of competent jurisdiction.

9. GENERAL PROVISIONS

(I) Governing Law: This Deed shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria.

(II) Jurisdiction: Subject to Clause 8, the courts of ________ shall have jurisdiction to entertain any matter arising from this Deed.

(III) Notices: All notices under this Deed shall be in writing and shall be delivered personally, sent by registered or certified post, or sent by email to the Parties at the addresses below or such other address as may be notified in writing:

1. The Original Debtor:

________

Address: ________

Email: ________

2. The Assignee:

________

Address: ________

Email: ________

3. The Creditor:

________

Address: ________

Email: ________

(IV) Cumulative Rights: The rights of the Parties under this Deed are cumulative and not exclusive of any rights provided by law.

(V) Headings: Headings are for convenience only and shall not affect the construction of this Deed.

(VI) Entire Agreement: This Deed constitutes the entire agreement between the Parties in respect of its subject matter and supersedes all prior written or oral agreements.

(VII) Waiver: No waiver of any provision shall be effective unless in writing signed by the Party granting it, and no delay or omission in exercising any right shall operate as a waiver.

(VIII) Severability: If any provision of this Deed is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

(IX) Further Assurance: The Parties shall execute and deliver such further documents and take such further actions as may be necessary or incidental to give full effect to this Deed.

(X) Stamping and Registration: This Deed shall be stamped in accordance with the Stamp Duties Act and, where applicable, registered in accordance with the relevant law.

(XI) Counterparts: This Deed may be executed in any number of counterparts, each of which when executed shall constitute one and the same instrument.

IN WITNESS WHEREOF the Parties have executed this Deed in the manner of a deed the day and year first above written.

SIGNED, SEALED AND DELIVERED by the within-named Original Debtor

_______________________
________

in the presence of:

Name: ............................................................................................................

Address: ........................................................................................................

Occupation: ...................................................................................................

Signature: ......................................................................................................

SIGNED, SEALED AND DELIVERED by the within-named Assignee

_______________________
________

in the presence of:

Name: ............................................................................................................

Address: ........................................................................................................

Occupation: ...................................................................................................

Signature: ......................................................................................................

SIGNED, SEALED AND DELIVERED by the within-named Creditor

_______________________
________

in the presence of:

Name: ............................................................................................................

Address: ........................................................................................................

Occupation: ...................................................................................................

Signature: ......................................................................................................