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Assignment Assumption

Draft Assignment & Assumption Agreements in Minutes

12 minutes with CaseMark

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2. Upload the files you want analyzed.

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Assignment Assumption

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Workflow

Assignment Assumption

Overview

CaseMark's Assignment and Assumption Agreement skill drafts complete, transaction-ready agreements that transfer contractual rights and obligations from assignor to assignee at the closing of asset purchase transactions. The AI produces a fully structured document covering assignment mechanics, liability assumption with precise temporal cutoffs, third-party consent handling, representations and warranties, indemnification, and a detailed Exhibit A contract schedule.

Drafting Assignment and Assumption Agreements for asset purchase closings is tedious and error-prone. Attorneys must manually cross-reference the APA, catalog dozens or hundreds of assigned contracts, draft precise liability cutoff language, and address varying third-party consent requirements—all under tight closing deadlines.

CaseMark automates the entire drafting process by analyzing your executed purchase agreement and contract inventory to produce a complete, structured Assignment and Assumption Agreement. The AI handles temporal liability allocation, consent provisions, indemnification, and Exhibit A generation so your team can focus on deal strategy rather than document assembly.

How it works

  1. 1. Upload your executed purchase agreement, contract inventory, and party details

  2. 2. AI analyzes the APA structure, consent requirements, and contract schedule

  3. 3. Review and customize the fully drafted Assignment and Assumption Agreement

  4. 4. Export the finalized agreement in your preferred format (DOCX, PDF)

What you get

  • Recitals and Defined Terms

  • Assignment of Rights and Interests

  • Assumption of Obligations with Temporal Cutoff

  • Third-Party Consent Provisions

  • Representations and Warranties

  • Indemnification

  • General Provisions and Signature Blocks

  • Exhibit A — Assigned Contracts Schedule

What it handles

  • Complete agreement drafting with recitals, assignment, and assumption sections

  • Temporal liability cutoff with explicit retained liability carve-outs

  • Third-party consent handling with alternative arrangement provisions

  • Representations and warranties tailored to assignor and assignee

  • Indemnification provisions covering pre- and post-closing obligations

  • Auto-generated Exhibit A contract schedule from your inventory

Required documents

  • Executed Purchase Agreement

    The signed Asset Purchase Agreement containing the assignment and assumption obligations, defined terms, and section references

    .pdf, .docx

  • Contract Inventory

    A complete list of contracts to be assigned, including counterparty names, contract dates, and consent requirements

    .pdf, .docx, .xlsx, .csv

  • Party and Transaction Details

    Legal names, entity types, jurisdictions, effective date, governing law, and forum selection for the transaction

    .pdf, .docx, .txt

Supporting documents

  • Third-Party Consent Correspondence

    Any existing consent requests, approvals, or objections from contract counterparties

    .pdf, .docx, .msg

  • Prior Assignment Agreements

    Previously executed assignment agreements from the same transaction or related deals for style and term consistency

    .pdf, .docx

Why teams use it

Reduce drafting time from hours to minutes while maintaining deal-specific precision

Ensure clean liability separation with automated temporal cutoff and retained liability carve-outs

Minimize closing delays with built-in third-party consent provisions and alternative arrangements

Produce consistent, professionally structured agreements that align with your executed APA

Questions

What documents do I need to generate an Assignment and Assumption Agreement?

You'll need the executed Asset Purchase Agreement (APA), a list of contracts to be assigned, and basic party and transaction details including entity names, jurisdictions, effective date, and governing law. CaseMark uses these inputs to produce a complete, transaction-specific agreement.

How does CaseMark handle the liability cutoff between assignor and assignee?

CaseMark drafts precise temporal cutoff language so the assignee assumes only obligations arising on or after the effective date. Retained liabilities—including pre-closing breaches, pre-effective date obligations, and APA exclusions—are explicitly carved out to protect both parties.

Can the agreement address contracts that require third-party consent?

Yes. CaseMark includes dedicated consent provisions covering commercially reasonable efforts to obtain consent, conditional effectiveness of assignment, and alternative arrangements such as subcontracting or sublicensing if consent is withheld.

Does the output include an Exhibit A contract schedule?

Absolutely. CaseMark generates a structured Exhibit A listing all assigned contracts based on the inventory you provide, ensuring the schedule is consistent with the agreement's defined terms and the underlying APA.

Can I customize the representations, warranties, and indemnification sections?

Yes. CaseMark produces fully editable drafts with standard transactional reps, warranties, and indemnification provisions. You can review and tailor every section to match your deal's specific risk allocation before finalizing.

Is CaseMark suitable for complex multi-contract asset purchases?

CaseMark is designed to handle transactions involving extensive contract inventories. Whether you're assigning a handful of contracts or hundreds, the AI organizes the schedule and ensures each provision scales to the complexity of your deal.

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