Assignment And Assumption Agreement (Page 2 of 5) in pdf

ASSIGNMENT AND ASSUMPTION AGREEMENT

This ASSIGNMENT AND ASSUMPTION AGREEMENT made as of this ______ day

of ________, 20___, (this "Agreement") in connection with the [NAME OF AGREEMENT]

[DATED] by and between [SELLER] of Seller], a __________ corporation (the “Seller”) and

[LENDER], a _____________ [corporation] (the “Lender”) dated as of [DATE].

WHEREAS, [BUYER NAME], a _________ corporation (the “Buyer”) seeks to

[purchase substantially all of the assets of the Seller], for good and valuable consideration paid,

the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

Capitalized terms used herein and not otherwise defined herein shall have the meanings

set forth in the [NAME OF AGREEMENT] (the “[Transaction] Agreement”).

Assignment, Assumption and Consent. The Seller hereby assigns and the Buyer

hereby agrees to assume the obligation of the Seller to the Lender to make monthly payments as

that term is defined in, and pursuant to [Transaction] Agreement. In no event shall the Buyer be

liable for any amount in excess of the Assumed Obligations. In addition to the foregoing, the

Buyer hereby agrees that upon the occurrence of a Default not cured within the “Cure Period”

as that term in defined in the [Transaction] Agreement, the Buyer shall consent to and herby

covenants and agrees not to contest, to cooperate fully with the Lender with respect to, and to

allow the Lender to complete as soon as possible any foreclosure that it may commence. The

Buyer covenants and agrees not to seek injunctive relief against any such foreclosure or

foreclosure sale and after any foreclosure sale, not to take any action, including apply for any

injunctive relief against such conveyance, that might interfere with or delay the timely

conveyance with the purchasers thereof of the Property (including possession and occupancy

thereof).

Representations by [SELLER]. The Seller hereby represents and warrants to Buyer that

the Seller has delivered to Buyer true and accurate copies of any and all instruments evidencing

or in any way relating to, the Assumed Obligations and that there are no agreements or

modifications to the Assumed Obligations except those which have been set forth in writing and

have been delivered to Buyer.

Consent of Lender. The Lender hereby consents to the conveyance. The Lender hereby

agrees that it will not seek to enforce any rights and/or remedies against the Property or Buyer

unless there is a “Default” as that term is defined in the [Transaction] Agreement, not cured

within the “Cure Period” or the “Grace Period”, as those terms are defined in the [Transaction]

Agreement. The Lender further agrees that provided that the Seller performs as required by the

[Transaction] Agreement, the Lender shall not seek to enforce any rights and/or remedies against

the Seller. The Lender hereby aggress that upon payment of the Assumed Obligations in

accordance with the terms of the [Transaction] Agreement, the Lender shall execute and record a

Discharge of Mortgage in substantially the same form as attached as Exhibit A to the

[Transaction] Agreement, or at the Buyer’s request, shall assign the “Loan Documents” as that

term is defined in the [Transaction] Agreement).

Assignment and Consent Agreement

Assignment And Assumption Agreement Page 2