An assumption agreement is a contractual clause in which one party agrees to take on the obligations and responsibilities of another party as specified in the original agreement. It often occurs in contexts like mergers, acquisitions, or refinancing, where the assuming party consents to fulfill the duties formerly held by the original party.
(b) NewCo acknowledges and agrees that, subject to the terms of the Warrant Agreement, the SEAC Warrants and this Warrant Assumption Agreement, the Warrant Agreement and the SEAC Warrants shall continue in full force and effect and that all of the SEAC’s obligations thereunder shall be valid and enforceable as against NewCo upon the Merger Effective Time and shall not be impaired or limited by the execution or effectiveness of this Warrant Assumption Agreement.
(c) This Warrant Assumption Agreement is being executed and delivered pursuant and subject to the Warrant Agreement. Nothing in this Warrant Assumption Agreement shall, or shall be deemed to, defeat, limit, alter, impair, enhance or enlarge any right, obligation, claim or remedy created by the Warrant Agreement or any other document or instrument delivered pursuant to or in connection with it.
(d) Notwithstanding the arbitration provision set forth in the NewCo Governing Documents (as defined in the BCA), the choice of law and jurisdiction provisions set forth in the Warrant Agreement and this Warrant Assumption Agreement shall continue to govern the rights and obligations of the parties to the Warrant Agreement and this Warrant Assumption Agreement in all respects. NewCo hereby waives any objection to the jurisdiction provision governing the terms of the Warrant Agreement and this Warrant Assumption Agreement.
(a) Governing Law and Jurisdiction. The validity, interpretation, and performance of this Warrant Assumption Agreement shall be governed in all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. NewCo hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Warrant Assumption Agreement shall be brought and enforced in the courts of the City of New York, County of New York, State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. NewCo hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any such process or summons to be served upon NewCo may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to Donald J. Puglisi, the duly authorized representative in the United States of NewCo at the address set forth below:
(b) Binding Effect. This Warrant Assumption Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective heirs, legal representatives, successors and assigns.
(c) Entire Agreement. This Warrant Assumption Agreement sets forth the entire agreement and understanding between the parties as to the subject matter thereof and merges and supersedes all prior discussions, agreements and understandings of any and every nature among them. Except as expressly set forth in this Warrant Assumption Agreement, provisions of the Warrant Agreement which are not inconsistent with this Warrant Assumption Agreement shall remain in full force and effect. This Warrant Assumption Agreement may be executed in counterparts.
(d) Severability. This Warrant Assumption Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Warrant Assumption Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as part of this Warrant Assumption Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.
(e) Amendment. This Warrant Assumption Agreement may not be amended, except by an instrument in writing signed by each party hereto.
(f) Termination. If the BCA is terminated in accordance with its terms before the Merger Effective Time, this Warrant Assumption Agreement shall immediately terminate and cease to be any force or effect, without any liability on the part of any party hereto, as if this Warrant Assumption Agreement had not been executed and delivered.
(e) The choice of law and jurisdiction provisions set forth in the Warrant Agreement and this Warrant Assumption Agreement shall continue to govern the rights and obligations of the Parties to the Warrant Agreement and this Warrant Assumption Agreement in all respects. The Company hereby waives any objection to the jurisdiction provision governing the terms of the Warrant Agreement and this Warrant Assumption Agreement.
ASSUMPTION AGREEMENT This Assumption Agreement (“Assumption Agreement”) is made as of June 30, 2021 (the “Effective Date”), by and among WILMINGTON TRUST, NATIONAL ASSOCIATION, AS TRUSTEE, FOR THE BENEFIT OF THE REGISTERED HOLDERS OF WFRBS COMMERCIAL MORTGAGE TRUST 2014-C24, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2014-C24 (“Noteholder”), THE ENTITIES SET FORTH ON SCHEDULE I ATTACHED HERETO (individually or collectively as the context requires, “Borrower”), CTO REALTY GROWTH, INC., a Maryland corporation (“Current Guarantor”), ALPINE INCOME PROPERTY TRUST, INC., a Maryland corporation (“New Guarantor”), and PINE21 ACQUISITIONS LLC, a Delaware limited liability company (“Assumptor”).
Neither this Assumption Agreement nor Noteholder’s consent to the Transaction shall constitute a modification of any of the terms of the Loan Documents, except as expressly provided for in this Assumption Agreement.
The execution of this Assumption Agreement by Assumptor shall be deemed its execution of the Note, the Loan Agreement, the Security Instrument and the other Loan Documents as amended by this Assumption Agreement, the Amendment to Cash Management Agreement, the Deposit Account Control Agreement and the other Assumption Documents.
b.Assumptor hereby represents and warrants to Noteholder that Assumptor has reviewed this Assumption Agreement and the Purchase Agreement and all the documents executed in accordance therewith or herewith. Assumptor consents to the Transaction under the terms and conditions of this Assumption Agreement and the Purchase Agreement. Assumptor further covenants and agrees that the Transaction shall not, and shall not be deemed to, impair, limit, abrogate or reduce in any manner or to any extent the liability or obligations of Assumptor under the Loan Documents, as such obligations of “Borrower” under the Loan Documents are hereafter assumed by Assumptor.
ASSUMPTION AGREEMENT, dated as of September 24, 2020, made by DRiV Automotive Inc. (the “Additional Grantor”) in favor of Wilmington Trust, National Association (the “Collateral Trustee”), not individually but solely as Collateral Trustee under the Collateral Agreement, dated as of March 30, 2017 (as amended, supplemented or otherwise modified from time to time, the “Collateral Agreement”), among Tenneco Inc. (as successor by merger to Federal-Mogul LLC, a Delaware limited liability company (“Company”)), the Subsidiaries of Company parties thereto and the Collateral Trustee.
2.Governing Law. THIS ASSUMPTION AGREEMENT AND ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
8.Severability. If any term or provision of this Bill of Sale and Assignment and Assumption Agreement or the Note is held invalid, illegal or unenforceable in any respect under any applicable law, the validity, legality and enforceability of all other terms and provisions of this Bill of Sale and Assignment and Assumption Agreement and the Note will not in any way be affected or impaired. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Bill of Sale and Assignment and Assumption Agreement or the Note, as applicable, so as to effect the original intent of the parties hereto as closely as possible in a mutually acceptable manner in order that the transactions contemplated by this Bill of Sale and Assignment and Assumption Agreement and the Note be consummated as originally contemplated to the greatest extent possible.
An Assumption Agreement is a legal document through which one party transfers its obligations or duties under a contract to another party. Essentially, it outlines the specific responsibilities that the new party agrees to assume, ensuring that original obligations are preserved even as parties change. This agreement is often part of a larger contractual arrangement or transaction, such as the sale of a business or transfer of property.
You should consider using an Assumption Agreement in situations such as:
Writing an effective Assumption Agreement involves several critical steps:
ASSUMPTION AGREEMENT
This Assumption Agreement (“Agreement”) is made and entered into as of [Date], by and between [Assignor’s Name] and [Assignee’s Name].
WHEREAS, [Background information on the original obligation or contract].
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:
Assumption of Obligations. [Assignee’s Name] hereby assumes all of [Assignor’s Name] obligations as outlined in [Original Contract/Agreement Name].
Effective Date. This Agreement shall become effective on [Effective Date].
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
[Signatures and Dates]
Assumption Agreements are commonly incorporated into or associated with various types of contracts, including:
By understanding and implementing Assumption Agreements appropriately, parties can ensure a smooth transition of obligations, helping to minimize disputes and maintain business continuity.
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