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Assumption Agreement
1. Parties: Identification of all parties involved: the original obligor (transferor), the assuming party (transferee), and the counterparty (obligee) whose consent is required
2. Background: Context of the original agreement and the reason for the assumption, including reference to the original agreement being assumed
3. Definitions: Key terms used throughout the agreement, including defined terms from the original agreement that remain relevant
4. Assumption of Rights and Obligations: Core provision detailing which rights and obligations are being assumed by the transferee
5. Effective Date: Specification of when the assumption becomes effective and any conditions precedent
6. Representations and Warranties: Standard representations from all parties, particularly regarding authority to enter into the agreement and understanding of assumed obligations
7. Continuing Obligations: Specification of any ongoing responsibilities of the original obligor
8. Indemnification: Provisions for indemnification between parties for pre and post-assumption liabilities
9. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for disputes
10. Notices: Contact details and methods for formal communications between parties
11. Execution: Signature blocks and execution requirements for all parties
1. Security Arrangements: Include when the assumed obligations are secured by collateral or guarantees that need to be transferred or replaced
2. Consent Requirements: Include when third-party consents beyond the immediate parties are required
3. Transfer of Related Rights: Include when additional rights, permits, or licenses need to be transferred alongside the main obligations
4. Payment Terms: Include when there are specific payment obligations or consideration for the assumption
5. Regulatory Compliance: Include when the assumption involves regulated activities or entities
6. Transition Provisions: Include when there needs to be a transition period or specific handover requirements
7. Parent Company Guarantee: Include when additional security from a parent company is required for the assuming party
1. Original Agreement: Copy of the agreement being assumed
2. Schedule of Assumed Rights and Obligations: Detailed list of specific rights and obligations being transferred
3. Required Consents: List of all required third-party consents and their status
4. Outstanding Obligations: Schedule of any outstanding obligations or payments as of the effective date
5. Transfer Documents: Forms and documents required to effect the transfer of specific rights or registrations
6. Security Documentation: Details of any security arrangements being transferred or created
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