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Promissory Note Assumption Agreement for the United Kingdom

Promissory Note Assumption Agreement Template for England and Wales

A Promissory Note Assumption Agreement under English and Welsh law is a legal document that facilitates the transfer of obligations under an existing promissory note from the original debtor to a new party (the assuming party). The agreement documents the terms of assumption, including any modifications to the original note terms, security arrangements, and releases. It ensures compliance with English law requirements for novation and creates legally binding obligations on the assuming party while potentially releasing the original debtor.

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What is a Promissory Note Assumption Agreement?

A Promissory Note Assumption Agreement is utilized when a party wishes to take over the payment obligations of an existing promissory note from the original debtor. This document, governed by English and Welsh law, is commonly used in business restructuring, asset sales, or debt reorganizations. It details the terms of assumption, including payment schedules, any new security arrangements, and the extent of the original debtor's release. The agreement ensures proper documentation of the debt transfer while maintaining the creditor's rights and establishing new legally binding obligations on the assuming party.

What sections should be included in a Promissory Note Assumption Agreement?

1. Parties: Identifies all parties to the agreement including original promissory note holder, original debtor, and assuming party

2. Background: Details of the original promissory note and circumstances leading to assumption

3. Definitions: Key terms used throughout the agreement

4. Assumption of Obligations: Core terms of assumption of the promissory note obligations

5. Original Debtor Release: Terms releasing original debtor from obligations

6. Representations and Warranties: Statements of fact and promises by the assuming party

7. Governing Law: Specification of applicable law and jurisdiction

What sections are optional to include in a Promissory Note Assumption Agreement?

1. Security Arrangements: Details of any security provided by assuming party - include when new security is being provided by assuming party

2. Conditions Precedent: Conditions that must be met before assumption becomes effective - include when assumption is subject to specific conditions

3. Original Debtor Warranties: Warranties from original debtor regarding the note - include when original debtor makes specific representations about the note's status

What schedules should be included in a Promissory Note Assumption Agreement?

1. Original Promissory Note: Copy of the original promissory note being assumed

2. Payment Schedule: Details of payment terms and dates if modified from original note

3. Security Documents: Copies of any new security arrangements

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

England and Wales

Publisher

Ƶ

Cost

Free to use
Relevant legal definitions

























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Industries

Law of Property Act 1925: Primary legislation governing the transfer of legal rights and obligations in property law, essential for understanding how rights can be legally transferred in an assumption agreement

Contracts (Rights of Third Parties) Act 1999: Legislation that governs how third parties may enforce terms of a contract, relevant for understanding the rights of all parties in an assumption agreement

Bills of Exchange Act 1882: Contains fundamental principles relating to negotiable instruments including promissory notes, providing key legal framework for the underlying promissory note

Novation Principles: Common law principles governing the transfer of obligations from one party to another, fundamental to the assumption agreement structure

Contract Law Fundamentals: Essential common law principles including consideration, offer and acceptance, capacity to contract, and intention to create legal relations

Financial Services and Markets Act 2000: Regulatory framework for financial services and markets, relevant if the note involves regulated financial activities

Consumer Credit Act 1974: Legislation protecting consumer rights in credit agreements, applicable if the original promissory note involves consumer credit

Limitation Act 1980: Sets statutory time limits for bringing legal actions and enforcing rights, relevant for enforcement of the assumption agreement

Statute of Frauds 1677: Historic legislation requiring certain contracts to be evidenced in writing, relevant for formal requirements of the agreement

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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