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Assignment And Assumption Agreement

Assignment And Assumption Agreement Template for Indonesia

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Key Requirements PROMPT example:

Assignment And Assumption Agreement

"I need an Assignment and Assumption Agreement under Indonesian law to transfer my company's rights and obligations under a supply contract to our subsidiary company, with the transfer to take effect from March 1, 2025, and the original supplier has already provided consent."

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Document background
The Assignment and Assumption Agreement is a crucial legal instrument in Indonesian business transactions, used when one party needs to transfer its contractual rights and obligations to another entity. This document is particularly relevant in corporate restructurings, asset sales, project finance transactions, and general commercial arrangements under Indonesian law. It must comply with the Indonesian Civil Code (KUHPer) requirements for valid assignments, including proper documentation, notification, and in some cases, counterparty consent. The agreement typically includes detailed provisions about the assigned rights and obligations, representations and warranties, and specific Indonesian law compliance requirements. It's commonly used in situations involving company acquisitions, debt assignments, project transfers, or when businesses need to reorganize their contractual relationships.
Suggested Sections

1. Parties: Identification of the Assignor, Assignee, and any other relevant parties (such as the original contract counterparty if consent is required)

2. Background: Context of the original agreement/rights being assigned and the reason for the assignment

3. Definitions: Key terms used throughout the agreement, including 'Assigned Rights', 'Effective Date', 'Original Agreement', etc.

4. Assignment and Assumption: Core provision detailing the rights and obligations being assigned and assumed

5. Consideration: Details of any payment or other consideration for the assignment

6. Effective Date: When the assignment becomes effective

7. Representations and Warranties: Standard representations from both assignor and assignee about their capacity and authority

8. Assignor's Continuing Obligations: Any obligations that remain with the assignor post-assignment

9. Further Assurance: Obligation to execute additional documents if needed to effect the assignment

10. Governing Law: Specification of Indonesian law as governing law

11. Dispute Resolution: Mechanism for resolving disputes under Indonesian law

Optional Sections

1. Consent: Required if the original agreement requires counterparty consent for assignment

2. Security Arrangements: Include if any security is being provided for assigned obligations

3. Tax Provisions: Include specific tax provisions if the assignment has significant tax implications

4. Regulatory Compliance: Include if the assignment requires specific regulatory approvals or notifications

5. Intellectual Property: Include if the assignment involves transfer of IP rights

6. Confidentiality: Include if sensitive information is involved in the assignment

7. Third Party Rights: Include if third parties have rights under the original agreement that need addressing

Suggested Schedules

1. Schedule 1 - Original Agreement: Copy or details of the agreement being assigned

2. Schedule 2 - Assigned Rights and Obligations: Detailed list of specific rights and obligations being transferred

3. Schedule 3 - Completion Requirements: List of actions required to complete the assignment

4. Schedule 4 - Form of Notice: Template for notifying relevant parties of the assignment

5. Schedule 5 - Required Consents: List of required third-party consents and their status

6. Appendix A - Powers of Attorney: If required for executing additional documents or providing notices

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions
Clauses

































Relevant Industries

Banking and Financial Services

Real Estate

Infrastructure

Manufacturing

Energy and Resources

Technology

Telecommunications

Healthcare

Retail and Consumer Goods

Transportation and Logistics

Agriculture

Construction

Relevant Teams

Legal

Finance

Compliance

Risk Management

Corporate Secretariat

Business Development

Operations

Commercial

Treasury

Project Management

Investment

Relevant Roles

Legal Counsel

Contract Manager

Corporate Secretary

Chief Legal Officer

Business Development Manager

Chief Financial Officer

Risk Manager

Compliance Officer

Project Manager

Operations Director

Commercial Director

Transaction Manager

Asset Manager

Investment Manager

Industries






Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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