Assignment of Asset Purchase Agreement Template

This Assignment of Asset Purchase Agreement (“Agreement”) is made as of [Date of Agreement] (the “Effective Date”).

1. Parties

Assignor:

Full Legal Name: [Assignor Full Legal Name]

Business Name (if different): [Assignor Business Name]

Jurisdiction of Organization: [State/Province/Country]

Entity Type: [Corporation / LLC / Partnership / Other]

Address: [Assignor Address]

Assignee:

Full Legal Name: [Assignee Full Legal Name]

Business Name (if different): [Assignee Business Name]

Jurisdiction of Organization: [State/Province/Country]

Entity Type: [Corporation / LLC / Partnership / Other]

Address: [Assignee Address]

Other Party to Asset Purchase Agreement (for consent, if applicable):

Full Legal Name: [Other Party Full Legal Name]

Business Name (if different): [Other Party Business Name]

Address: [Other Party Address]

2. Background

2.1 Original Asset Purchase Agreement

Assignor and the Other Party are parties to the following asset purchase agreement (the “Asset Purchase Agreement” or “APA”):

• Title: [Title of Asset Purchase Agreement]

• Date: [Date of APA]

• Parties: [Assignor Legal Name] and [Other Party Legal Name]

• Brief Description of Transaction: [Brief description of assets or business being purchased]

Title: [Title of Asset Purchase Agreement]

Date: [Date of APA]

Parties: [Assignor Legal Name] and [Other Party Legal Name]

Brief Description of Transaction: [Brief description of assets or business being purchased]

2.2 Assignment Intent

Assignor wishes to assign to Assignee, and Assignee wishes to assume from Assignor, certain rights, interests, duties, and obligations of Assignor under the Asset Purchase Agreement, subject to the terms of this Agreement and any conditions set out in the APA.

3. Assignment of Rights and Interests

3.1 Assignment

Effective as of the Effective Date, Assignor assigns, transfers, and conveys to Assignee all of Assignor’s right, title, and interest in and to the Asset Purchase Agreement, including any benefits, claims, and rights to receive payments or performance under the APA, to the extent described below (the “Assigned Interest”):

Description of Assigned Interest: [Describe whether it is all rights and obligations under the APA, or specific sections, asset groups, or territories]

4. Assumption of Obligations

4.1 Assumption

Effective as of the Effective Date, Assignee accepts the assignment and assumes and agrees to perform, pay, and discharge in full all duties, liabilities, and obligations of Assignor under the Asset Purchase Agreement relating to the Assigned Interest that arise on or after the Effective Date.

4.2 Retained Obligations (If Any)

If Assignor remains responsible for any obligations under the Asset Purchase Agreement, describe them here:

Retained Obligations of Assignor: [Describe any specific obligations or liabilities that Assignor keeps, or insert “None” if all obligations are assumed by Assignee]

5. Consent and Release by Other Party (If Signed by Other Party)

5.1 Consent to Assignment

By signing this Agreement, the Other Party:

• Consents to the assignment of the Assigned Interest from Assignor to Assignee as set out in this Agreement, to the extent such consent is required under the Asset Purchase Agreement.

• Agrees to treat Assignee as the party in place of Assignor with respect to the Assigned Interest from and after the Effective Date.

Consents to the assignment of the Assigned Interest from Assignor to Assignee as set out in this Agreement, to the extent such consent is required under the Asset Purchase Agreement.

Agrees to treat Assignee as the party in place of Assignor with respect to the Assigned Interest from and after the Effective Date.

5.2 Release of Assignor (If Agreed)

If the parties agree that Assignor will be released from obligations relating to the Assigned Interest arising on or after the Effective Date, complete this paragraph.

From and after the Effective Date, the Other Party releases Assignor from further obligations and liabilities under the Asset Purchase Agreement relating to the Assigned Interest that arise on or after the Effective Date, without releasing Assignor from obligations arising before the Effective Date, unless otherwise stated here:

Additional Release Terms (if any): [Describe any extra release terms or state “None”]

6. Representations and Warranties

6.1 By Assignor

Assignor represents and warrants to Assignee that, as of the Effective Date:

• Assignor is a party to the Asset Purchase Agreement and has not previously assigned the Assigned Interest.

• To Assignor’s knowledge, the Asset Purchase Agreement is in full force and effect and has not been terminated or rescinded.

• Assignor has not received written notice that it is in material default under the APA, except as disclosed here: [Describe any known defaults or “None”].

• Assignor has full power and authority to enter into this Agreement and to assign the Assigned Interest as described in it.

Assignor is a party to the Asset Purchase Agreement and has not previously assigned the Assigned Interest.

To Assignor’s knowledge, the Asset Purchase Agreement is in full force and effect and has not been terminated or rescinded.

Assignor has not received written notice that it is in material default under the APA, except as disclosed here: [Describe any known defaults or “None”].

Assignor has full power and authority to enter into this Agreement and to assign the Assigned Interest as described in it.

6.2 By Assignee

Assignee represents and warrants to Assignor that, as of the Effective Date:

• Assignee has reviewed or had the opportunity to review the Asset Purchase Agreement.

• Assignee has full power and authority to enter into this Agreement and to assume the obligations described in it.

• Assignee is not relying on any representation or warranty of Assignor about the APA or the underlying transaction other than those expressly stated in this Agreement or the APA.

Assignee has reviewed or had the opportunity to review the Asset Purchase Agreement.

Assignee has full power and authority to enter into this Agreement and to assume the obligations described in it.

Assignee is not relying on any representation or warranty of Assignor about the APA or the underlying transaction other than those expressly stated in this Agreement or the APA.

7. Indemnification Between Assignor and Assignee

7.1 Indemnity by Assignor

Assignor will indemnify and hold harmless Assignee from losses, claims, damages, and expenses arising from:

• Any breach by Assignor of the Asset Purchase Agreement or this Agreement occurring before the Effective Date.

• Any Retained Obligations of Assignor described in Section 4.2.

Any breach by Assignor of the Asset Purchase Agreement or this Agreement occurring before the Effective Date.

Any Retained Obligations of Assignor described in Section 4.2.

7.2 Indemnity by Assignee

Assignee will indemnify and hold harmless Assignor from losses, claims, damages, and expenses arising from:

• Assignee’s failure to perform obligations under the Asset Purchase Agreement relating to the Assigned Interest that arise on or after the Effective Date.

• Assignee’s breach of this Agreement.

Assignee’s failure to perform obligations under the Asset Purchase Agreement relating to the Assigned Interest that arise on or after the Effective Date.

Assignee’s breach of this Agreement.

8. Further Assurances

Each party will, at its own cost and upon reasonable request, sign and deliver any additional documents and take any further actions reasonably necessary to carry out the intent of this Agreement and to give effect to the assignment and assumption described in it.

9. Notices

Any notices or communications under this Agreement must be in writing and sent to the addresses for each party listed in Section 1 (or any updated address given in writing).

Permitted delivery methods:

• Personal delivery

• Courier or mail service

• Email, if the receiving party regularly uses email and has not objected in writing to email notice

Personal delivery

Courier or mail service

Email, if the receiving party regularly uses email and has not objected in writing to email notice

Each notice will be effective upon receipt or, for email, when sent without bounce or error notice.

10. Governing Law

This Agreement is governed by the laws of [State/Province, Country], without giving effect to conflict-of-law rules, unless the parties specify another governing law here: [Alternative Governing Law, if any].

11. Entire Agreement; Amendment

11.1 Entire Agreement

This Agreement sets out the entire understanding among Assignor, Assignee, and (if signing) the Other Party with respect to the assignment and assumption of the Asset Purchase Agreement described in Section 2. It does not change any other terms of the APA except as expressly stated.

11.2 Amendment

Any amendment or change to this Agreement must be in writing and signed by the party or parties against whom enforcement is sought.

12. Counterparts and Electronic Signatures

This Agreement may be signed in counterparts, each of which is considered an original, and all of which together form one agreement. Signatures delivered by electronic means (such as scanned PDF or e-signature platform) will be treated as originals for all purposes.

Signatures

Assignor:

Signature: _______________________________

Printed Name: [Assignor Signatory Name]

Title: [Assignor Signatory Title]

Date: [Date Signed by Assignor]

Assignee:

Signature: _______________________________

Printed Name: [Assignee Signatory Name]

Title: [Assignee Signatory Title]

Date: [Date Signed by Assignee]

Other Party to Asset Purchase Agreement (for consent/release, if applicable):

Signature: _______________________________

Printed Name: [Other Party Signatory Name]

Title: [Other Party Signatory Title]

Date: [Date Signed by Other Party]

Witnesses (If Used)

Witness 1:

Signature: _______________________________

Printed Name: [Witness 1 Full Legal Name]

Address: [Witness 1 Address]

Date: [Date Signed by Witness 1]

Witness 2 (if required):

Signature: _______________________________

Printed Name: [Witness 2 Full Legal Name]

Address: [Witness 2 Address]

Date: [Date Signed by Witness 2]

Notary Acknowledgment (If Required)

State/Province of [State/Province]

County of [County]

On [Notarization Date], before me, [Notary Full Name], a Notary Public, personally appeared [Assignor Signatory Name], [Assignee Signatory Name], and [Other Party Signatory Name, if applicable], who proved their identities on the basis of satisfactory evidence and acknowledged that they executed this Assignment of Asset Purchase Agreement for the purposes stated in it.

Notary Public Signature: _______________________________

Notary Public Printed Name: [Notary Full Name]

My Commission Expires: [Commission Expiration Date]

Notary Seal: ☐