# Assumption Agreement
**This Assumption Agreement ("Agreement") is made and entered into as of [Date] by and between:**
**[Party A Name]**
[Party A Address]
[City, State, Zip Code]
("Assuming Party")
and
**[Party B Name]**
[Party B Address]
[City, State, Zip Code]
("Original Party")
**RECITALS**
WHEREAS, the Original Party has entered into a certain agreement dated [Original Agreement Date] ("Original Agreement") with [Third Party Name] ("Third Party").
WHEREAS, the Assuming Party desires to assume certain rights, obligations, and liabilities of the Original Party under the Original Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties hereby agree as follows:
## 1. ASSUMPTION OF OBLIGATIONS
The Assuming Party hereby agrees to assume and perform all rights and obligations of the Original Party under the Original Agreement as of the effective date of this Agreement.
## 2. REPRESENTATIONS AND WARRANTIES
### 2.1. Original Party
The Original Party represents and warrants that:
- The Original Agreement is valid and in full effect as of the date hereof.
- There are no default events under the Original Agreement as of the date hereof.
### 2.2. Assuming Party
The Assuming Party represents and warrants that:
- It has the authority and capacity to enter into this Agreement.
- It is fully aware of the obligations being assumed under the Original Agreement.
## 3. INDEMNITY
The Assuming Party agrees to indemnify and hold harmless the Original Party from any and all claims, damages, or liabilities arising from the performance or non-performance of the assumed obligations under the Original Agreement from and after the effective date of this Agreement.
## 4. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the State of [State].
## 5. ENTIRE AGREEMENT
This Agreement constitutes the entire understanding between the parties concerning the subject matter hereof and supersedes all prior agreements, negotiations, and discussions.
## 6. AMENDMENTS
This Agreement may only be amended in writing, signed by both parties.
## 7. COUNTERPARTS
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
**IN WITNESS WHEREOF, the parties hereto have caused this Assumption Agreement to be executed as of the day and year first above written.**
-------------------------------------
**[Party A Name]**
By: ______________________________
Title: _____________________________
-------------------------------------
**[Party B Name]**
By: ______________________________
Title: _____________________________
**Date:** _____________________________
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*Note: The parties are encouraged to consult with legal counsel to ensure that this Agreement meets their specific circumstances and complies with applicable laws.*