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The Assignment and Assumption Agreement is a fundamental document in New Zealand commercial law, used when one party needs to transfer its contractual rights and obligations to another party. This typically occurs during business acquisitions, corporate restructuring, project financing, or when a party wishes to exit a contractual arrangement. The agreement must comply with New Zealand law, particularly the Contract and Commercial Law Act 2017 and the Property Law Act 2007. It includes essential provisions detailing the rights being assigned, obligations being assumed, any conditions precedent, and necessary consents. The document is crucial for ensuring a smooth transition of contractual responsibilities while protecting the interests of all parties involved, including the original counterparty whose consent is typically required for the assignment to be effective.

1. Parties: Identifies all parties to the agreement: the Assignor (current rights holder), the Assignee (party receiving the rights), and the Counterparty (other party to the original agreement)

2. Background: Recitals explaining the context of the original agreement and the intention to assign and assume rights and obligations

3. Definitions: Defines key terms used throughout the agreement, including 'Original Agreement', 'Assigned Rights', 'Assumed Obligations', and 'Effective Date'

4. Assignment: Details the assignment of rights from Assignor to Assignee, including the scope and effective date of the assignment

5. Assumption: Specifies the obligations being assumed by the Assignee and their agreement to perform these obligations

6. Consent: Contains the Counterparty's consent to the assignment and acknowledgment of the Assignee as the new party

7. Representations and Warranties: Standard representations from all parties regarding their capacity and authority to enter into the agreement

8. Release: Details the extent to which the Assignor is released from obligations under the Original Agreement

9. Governing Law: Specifies New Zealand law as the governing law and jurisdiction for disputes

10. Execution: Formal execution blocks for all parties to sign