Assignment And Assumption Agreement Page 2

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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:
1.
Capitalized terms used herein and not otherwise defined herein shall have the meanings
set forth in the [NAME OF AGREEMENT] (the “[Transaction] Agreement”).
2.
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).
3.
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.
4.
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

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