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

DEBT ASSIGNMENT AND ASSUMPTION
AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Debt Assignment and Assumption Agreement (the "Agreement") is entered into this ________ day of ________ at the City/Municipality of ________, Province of ________, by and among:

________, Filipino, of legal age, and with residence and postal address at ________, hereinafter referred to as the "Assignor" (the original debtor);

- and -

________, Filipino, of legal age, and with residence and postal address at ________, hereinafter referred to as the "Assignee" (the new debtor);

- and -

________, Filipino, of legal age, and with residence and postal address at ________, hereinafter referred to as the "Creditor."

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

WITNESSETH: That —

WHEREAS, the Assignor is justly and lawfully indebted to the Creditor in the principal amount of ________ (₱________) (the "Debt") arising from and evidenced by that certain debt instrument dated ________ (the "Debt Contract"), a copy of which is hereto attached as Annex "A" and made an integral part hereof;

WHEREAS, the Assignee, with full knowledge of the terms and conditions of the Debt Contract, is willing and able to assume the obligation of paying the entire Debt to the Creditor;

WHEREAS, the Creditor has consented to and is willing to accept the substitution and/or addition of the Assignee as debtor with respect to the Debt, it being understood that pursuant to Articles 1291, 1293, and 1300 of the Civil Code of the Philippines, the substitution of a new debtor and any consequent novation require the express consent of the Creditor;

NOW THEREFORE, for and in consideration of the foregoing premises, which are hereby made an integral part of this Agreement, and of the mutual covenants and undertakings hereinafter set forth, the Parties hereby stipulate and agree as follows:

§ 1. ASSIGNMENT AND DELEGATION

1.1. The Assignor hereby assigns, transfers, and conveys unto the Assignee, and the Assignee hereby unconditionally accepts and assumes, the obligation to pay the Creditor the principal Debt amounting to ________ (₱________), together with all interest and penalties accrued thereon as of the date of this Agreement.

1.2. The interest and penalties accrued and outstanding as of the date of this Agreement amount to ________ (₱________).

1.3. The total outstanding obligation hereby assumed as of the date of this Agreement is ________ (₱________).

§ 2. CONSENT OF THE CREDITOR; SOLIDARY LIABILITY AND ASSUMPTION

2.1. The Creditor hereby expressly consents to the assumption of the Debt by the Assignee in accordance with Articles 1291, 1293, and 1300 of the Civil Code of the Philippines.

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2.3. No release, extension, or modification granted by the Creditor to either solidary debtor shall be construed as a novation or as a release of the other, except as expressly provided in § 5 hereof.

§ 3. PAYMENT TERMS

The Assignee shall pay the Creditor under the following modified terms and conditions:

________

Any stipulated interest shall not exceed such rate as may be permitted under prevailing law and jurisprudence on unconscionable interest.

§ 4. BINDING EFFECT

This Agreement shall be valid and binding upon and shall inure to the benefit of the Parties and their respective successors, transferees, heirs, executors, administrators, and assigns.

§ 5. RELEASE OF ASSIGNOR

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§ 6. REPRESENTATIONS AND WARRANTIES

6.1. Each of the Parties represents and warrants that it has the full right, power, capacity, and authority to enter into and perform its respective obligations under this Agreement, and that this Agreement constitutes a valid and binding obligation enforceable against it in accordance with its terms.

6.2. The Assignor further warrants that the Debt is valid, existing, and subsisting, and is free from any lien, encumbrance, set-off, defense, or adverse claim other than as disclosed herein or in the Debt Contract.

6.3. The Assignee represents that it has reviewed the Debt Contract and accepts the Debt subject to all its terms and conditions.

§ 7. DATA PRIVACY

The Parties consent to the collection, use, and processing of their personal data contained in this Agreement solely for purposes of giving effect to this Agreement and in compliance with applicable law, in accordance with Republic Act No. 10173 (Data Privacy Act of 2012) and its Implementing Rules and Regulations.

§ 8. GOVERNING LAW

This Agreement shall be governed by, construed, and interpreted in accordance with the laws of the Republic of the Philippines.

§ 9. DISPUTE RESOLUTION AND VENUE

Any dispute, controversy, or claim arising out of or in connection with this Agreement shall first be settled amicably by the Parties through good faith negotiations. Should the Parties fail to reach an amicable settlement, the dispute shall be submitted to the exclusive jurisdiction of the proper courts of ________, to the exclusion of all other venues.

§ 10. COUNTERPARTS

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. If the dates set forth at the signatures of this document are different, the Agreement shall be considered effective as of the date on which the last of the Parties signed the Agreement.

§ 11. SEVERABILITY

The invalidity of any provision of this Agreement shall not affect the validity of any other provision. Should any provision be held invalid or unenforceable, the remaining provisions shall continue in full force and effect as if the invalid provision had never formed part of this Agreement.

§ 12. CUMULATIVE RIGHTS

The rights and remedies of the Parties under this Agreement and the law are cumulative and shall not be construed as exclusive of any other right or remedy, unless otherwise required by law.

§ 13. HEADINGS

Headings are for convenience of reference only and do not affect the interpretation of this Agreement.

§ 14. AMENDMENTS AND MODIFICATIONS

This Agreement may be amended or modified only by a written instrument duly signed and agreed upon by all the Parties.

§ 15. ENTIRE AGREEMENT

This Agreement, together with the Debt Contract attached as Annex "A," constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, and representations, whether oral or written, relating thereto.

IN WITNESS WHEREOF, the Parties have hereunto affixed their signatures on the date and at the place first above written.

________
Assignor

________
Assignee

________
Creditor

SIGNED IN THE PRESENCE OF:

________          ________

ACKNOWLEDGMENT

Republic of the Philippines )
Province of ________ )
City or Municipality of ________ ) S.S.

BEFORE ME, a Notary Public for and in the City or Municipality of ________, ________, this ________ day of ________, personally appeared the following persons:

1. ________, with competent evidence of identity by way of Driver's License with number ________ which expires on ________;

2. ________, with competent evidence of identity by way of Driver's License with number ________ which expires on ________;

3. ________, with competent evidence of identity by way of Driver's License with number ________ which expires on ________.

All known to me and to me known to be the same persons who executed the foregoing DEBT ASSIGNMENT AND ASSUMPTION AGREEMENT, consisting of ________ pages including this page on which this Acknowledgment is written, and they acknowledged to me that the same is their free and voluntary act and deed, as well as that of the entities they represent, if any.

WITNESS MY HAND AND NOTARIAL SEAL on the date and at the place first above written.

________
Notary Public

Doc. No. ________;
Page No. ________;
Book No. ________;
Series of ________.