DEBT ASSIGNMENT AND ASSUMPTION AGREEMENT
Governing State: ________
This Debt Assignment and Assumption Agreement (this “Agreement”) is made and entered into as of ________ (the “Effective Date”), by and among the following parties:
________, hereinafter referred to as the “Assignor,” having an address at:
________
________, hereinafter referred to as the “Assignee,” having an address at:
________
and ________, hereinafter referred to as the “Creditor,” having an address at:
________
The Assignor, the Assignee, and the Creditor are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
RECITALS
WHEREAS, the Assignor is indebted to the Creditor in the principal amount of $________ (the “Debt”), arising under that certain agreement or instrument dated ________ (the “Original Debt Contract”), a true and correct copy of which is attached hereto and incorporated herein by reference;
WHEREAS, the Assignor desires to assign and transfer the Debt and all of the Assignor’s obligations thereunder to the Assignee, and the Assignee desires to accept such assignment and assume such obligations, all subject to the terms and conditions set forth herein; and
WHEREAS, the Creditor consents to such assignment and assumption upon the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
§ 1. ASSIGNMENT.
The Assignor hereby irrevocably assigns, transfers, and conveys to the Assignee all of the Assignor’s right, title, interest, duties, and obligations in and to the Debt, in the total outstanding amount of $________ (________ Dollars), together with all rights and obligations under the Original Debt Contract, effective as of the Effective Date.
§ 2. ASSUMPTION AND JOINT AND SEVERAL LIABILITY.
(a) The Assignee hereby accepts the foregoing assignment and unconditionally assumes and agrees to pay, perform, and discharge the Debt and all obligations of the Assignor under the Original Debt Contract, as modified by this Agreement.
(b) Notwithstanding such assumption, the Assignor and the Assignee shall be jointly and severally liable to the Creditor for the full repayment of the Debt. The Creditor shall first seek repayment from the Assignee; however, in the event of the Assignee’s default, the Creditor may pursue repayment of the entire outstanding balance from the Assignor, the Assignee, or both, in any order and without first exhausting remedies against either Party.
(c) Nothing in this Agreement shall be construed as a novation or as a release of the Assignor from liability for the Debt unless and until the Debt is paid in full.
§ 3. CREDITOR’S CONSENT.
The Creditor hereby consents to the assignment and assumption set forth herein and to the modified repayment terms set forth in § 4 below. This consent is limited to the transaction described herein and shall not constitute a waiver of any of the Creditor’s rights or remedies under the Original Debt Contract or applicable law except as expressly modified hereby.
§ 4. REPAYMENT TERMS.
The repayment terms applicable to the Debt are hereby modified, and the Assignee shall repay the Creditor as follows:
________
All payments shall be made to the Creditor at the address set forth above, or at such other address as the Creditor may designate in writing. Any interest charged shall not exceed the maximum rate permitted by applicable law.
§ 5. REPRESENTATIONS AND WARRANTIES.
(a) The Assignor represents and warrants that it has good and lawful right to assign the Debt, that the Debt is valid and outstanding, and that the Assignor has not previously assigned, pledged, or encumbered the Debt.
(b) Each Party represents and warrants that it has the full legal capacity and authority to enter into and perform this Agreement, and that this Agreement constitutes a valid and binding obligation enforceable against it in accordance with its terms.
§ 6. 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 permitted assigns.
§ 7. NOTICES.
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§ 8. GOVERNING LAW; JURISDICTION AND VENUE.
This Agreement shall be governed by and construed in accordance with the internal laws of the State of ________, without giving effect to any choice or conflict of law provision or rule. Each Party irrevocably submits to the exclusive jurisdiction and venue of the federal and state courts located in ________ County, State of ________, for the resolution of any dispute arising out of or relating to this Agreement.
§ 9. HEADINGS.
Headings to this Agreement are for convenience only. Headings shall in no way affect the provisions themselves and shall not be construed in any way that would limit or otherwise affect the terms of this Agreement.
§ 10. SEVERABILITY.
In the event that any provision of this Agreement is held to be invalid, illegal, or unenforceable in whole or in part, the remaining provisions shall not be affected and shall continue to be valid, legal, and enforceable as though the invalid, illegal, or unenforceable parts had not been included herein.
§ 11. WAIVER.
No waiver of any provision of this Agreement shall be effective unless made in writing and signed by the Party against whom enforcement of the waiver is sought. No failure or delay by any Party in exercising any right hereunder shall operate as a waiver thereof.
§ 12. COUNTERPARTS.
This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be deemed valid and binding to the same extent as original signatures.
§ 13. ENTIRE AGREEMENT.
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EXECUTION
IN WITNESS WHEREOF, the Assignor, the Assignee, and the Creditor have caused this Agreement to be executed as of the following date: ________.
ASSIGNOR:
________
Signature: _____________________________
Date: ________
ASSIGNEE:
________
Signature: _____________________________
Date: ________
CREDITOR:
________
Signature: _____________________________
Date: ________
ACKNOWLEDGMENT
State of ________
State of ________
County of ________
On this ________, before me, the undersigned Notary Public, personally appeared ________, who is personally known to me or proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity, and that by his/her/their signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.
WITNESS my hand and official seal.
Seal:
Notary Public Name: __________________________________
Notary Signature: _______________________________
My commission expires: ____________________