Assignment and Assumptions of Liabilities Clause Samples
The "Assignment and Assumptions of Liabilities" clause defines how one party may transfer its rights and obligations under a contract to another party, and under what conditions the receiving party assumes responsibility for those liabilities. Typically, this clause outlines the process for obtaining consent to assign, specifies which liabilities are included or excluded, and may require the assignee to formally agree to take on certain obligations. Its core practical function is to ensure that all parties are clear about who is responsible for contractual duties and debts after an assignment, thereby preventing disputes and maintaining continuity of obligations.
Assignment and Assumptions of Liabilities. Upon the terms and subject to the conditions set forth in this Agreement, Seller shall assign to Purchaser, and Purchaser shall accept and assume from Seller, the following liabilities relating to the Branch, which liabilities Purchaser agrees to perform and discharge (the “Assumed Liabilities”), as follows: