Drafting assignment and assumption agreements for asset purchases is time-consuming and detail-intensive, requiring careful review of the underlying APA, precise identification of assigned contracts and assumed liabilities, and coordination of multiple exhibits. Manual drafting often leads to inconsistencies between the APA and assignment documents, increasing risk of disputes and closing delays.
Drafting assignment and assumption agreements for asset purchases is time-consuming and detail-intensive, requiring careful review of the underlying APA, precise identification of assigned contracts and assumed liabilities, and coordination of multiple exhibits. Manual drafting often leads to inconsistencies between the APA and assignment documents, increasing risk of disputes and closing delays.
CaseMark automates the creation of comprehensive assignment and assumption agreements by intelligently extracting key terms from your asset purchase agreement and generating fully structured documents with proper recitals, assignment provisions, liability assumptions, and indemnification clauses. Our AI ensures consistency across transaction documents while reducing drafting time from hours to minutes.
This workflow is applicable across multiple practice areas and use cases
Assignment and assumption agreements are essential closing documents in M&A transactions to transfer specific contracts and liabilities from seller to buyer.
M&A lawyers routinely draft these agreements as part of transaction documentation, whether in asset purchases, stock purchases with carved-out contracts, or other deal structures requiring contract assignments.
Corporate attorneys use assignment agreements when restructuring entities, transferring business units between subsidiaries, or implementing corporate reorganizations.
General corporate practice frequently involves transferring contracts and liabilities between related entities or as part of corporate restructurings, requiring properly drafted assignment documentation.
Bankruptcy proceedings often require assignment and assumption agreements when selling assets under Section 363 or when assuming/rejecting executory contracts.
Bankruptcy attorneys must draft assignment agreements for asset sales and clearly delineate assumed versus retained liabilities, making this workflow directly applicable to bankruptcy practice.
Corporate governance matters may require assignment agreements when transferring management contracts, service agreements, or governance-related obligations between entities.
Corporate governance attorneys handle transfers of key contracts and obligations that require formal assignment documentation with proper consent and liability allocation provisions.
An assignment and assumption agreement is a transactional document that transfers specific contracts and obligations from a seller (assignor) to a buyer (assignee) as part of an asset purchase. CaseMark generates these agreements with all necessary provisions including assignment clauses, liability assumptions, retained liabilities, and indemnification terms based on your underlying asset purchase agreement.
Manual drafting typically takes 2-3 hours to review the APA, identify assigned contracts, draft provisions, and ensure consistency across documents. CaseMark automates this process, generating a complete, customized assignment and assumption agreement in approximately 8 minutes with all required sections and exhibits.
A comprehensive assignment agreement should include party identification, recitals referencing the underlying APA, assignment of specific contracts, assumption of designated liabilities, exclusion of retained liabilities, third-party consent provisions, indemnification clauses, and governing law. CaseMark automatically includes all these essential sections and allows customization for your specific transaction.
Many contracts require consent from the other party before assignment. CaseMark includes customizable third-party consent provisions in your assignment agreement and helps you identify which assigned contracts may require consent, ensuring compliance and reducing post-closing disputes.
Consistency between the APA and assignment documents is critical to avoid disputes. CaseMark analyzes your asset purchase agreement and automatically generates assignment language that aligns with the APA's terms, defined terms, and transaction structure, eliminating manual cross-referencing errors.
Assumed liabilities are obligations the buyer agrees to take on (typically post-closing obligations under assigned contracts), while retained liabilities remain with the seller (typically pre-closing obligations or excluded liabilities). CaseMark clearly delineates both categories in your assignment agreement with precise language to prevent ambiguity and future disputes.
Yes, indemnification terms are critical in assignment agreements. CaseMark generates standard indemnification provisions where the assignee indemnifies for assumed liabilities and the assignor indemnifies for retained liabilities, with full customization options to match your specific deal terms and risk allocation.