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Assumption Agreement for the Netherlands

Assumption Agreement Template for Netherlands

A Dutch law Assumption Agreement is a tripartite legal document that facilitates the transfer of rights and obligations under an existing contract from one party (the Transferor) to another party (the Transferee), with the express consent of the original counterparty. This document is governed by the Dutch Civil Code (Burgerlijk Wetboek), particularly Article 6:159, which requires specific formalities for the valid transfer of contractual positions. The agreement details the scope of assumed obligations, effective date, any conditions precedent, and the extent of the original party's release from obligations, while ensuring compliance with Dutch legal requirements for contract transfers.

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Assumption Agreement

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What is a Assumption Agreement?

The Assumption Agreement is a crucial document in Dutch contract law used when one party wishes to transfer its contractual position to another entity. This commonly occurs in corporate restructurings, mergers and acquisitions, or business succession planning. Under Dutch law (Burgerlijk Wetboek), such transfers require explicit consent from all parties involved and must comply with Article 6:159 regarding contractsoverneming (contract assumption). The agreement needs to clearly identify the original contract being transferred, specify which rights and obligations are being assumed, and establish the effective date of transfer. It may also address continuing obligations, warranties, and any conditions precedent to the transfer. This document is particularly important in ensuring a smooth transition of contractual relationships while maintaining legal certainty for all parties involved.

What sections should be included in a Assumption Agreement?

1. Parties: Identification of the Original Contracting Party (Transferor), the Assuming Party (Transferee), and the Counterparty

2. Background: Context of the original agreement and the reason for the assumption

3. Definitions: Key terms including 'Original Agreement', 'Assumed Obligations', 'Effective Date', and other relevant definitions

4. Transfer and Assumption: Core provision detailing the transfer of rights and obligations from Transferor to Transferee

5. Consent of Counterparty: Express consent of the counterparty to the transfer of rights and obligations

6. Effective Date: Specification of when the assumption becomes effective

7. Representations and Warranties: Basic representations regarding authority, binding effect, and no conflicts

8. Release of Transferor: Terms specifying the extent to which the original party is released from obligations

9. Governing Law and Jurisdiction: Specification of Dutch law as governing law and jurisdiction for disputes

10. Counterparts and Execution: Provisions for signing and executing the agreement

What sections are optional to include in a Assumption Agreement?

1. Consideration: Required if there is payment or other consideration for the assumption

2. Partial Assumption: Used when only certain rights and obligations are being transferred rather than the entire agreement

3. Conditions Precedent: Include when the assumption is subject to certain conditions being met

4. Post-Transfer Obligations: Special obligations or transitional arrangements after the transfer

5. Tax Provisions: Include when there are specific tax implications that need to be addressed

6. Continuing Obligations: Used when the transferor retains certain obligations or liabilities

7. Data Protection: Required when personal data processing is involved in the transfer

What schedules should be included in a Assumption Agreement?

1. Original Agreement: Copy of the agreement being assumed

2. Specific Rights and Obligations: Detailed list of rights and obligations being transferred (especially for partial assumptions)

3. Required Consents: List of third-party consents obtained or required

4. Transfer Documents: Any additional documents required to effect the transfer under Dutch law

5. Outstanding Obligations: Schedule of any outstanding obligations under the Original Agreement

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

Jurisdiction

Netherlands

Cost

Free to use
Relevant legal definitions

























Clauses


























Relevant Industries

Financial Services

Real Estate

Construction

Manufacturing

Technology

Energy

Healthcare

Telecommunications

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Retail

Transportation and Logistics

Insurance

Relevant Teams

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Corporate Development

Mergers & Acquisitions

Risk Management

Business Development

Contract Administration

Corporate Secretariat

Operations

Relevant Roles

Legal Counsel

Contract Manager

Corporate Lawyer

Compliance Officer

Business Development Manager

Chief Legal Officer

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Transaction Manager

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Company Secretary

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