California Subsidiary Assumption Agreement

State:
Multi-State
Control #:
US-EG-9213
Format:
Word; 
Rich Text
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Description

Qualified Subsidiary Assumption Agreement between Sprint Corporation, France Telecom and Deutsche Telecom AG regarding acquiring of shares from a Class A holder dated November 23, 1998. 2 pages.

A California Subsidiary Assumption Agreement is a legal contract that outlines the transfer of liabilities and obligations from a parent company to its subsidiary in the state of California. This agreement is commonly used when a parent company wants to transfer certain assets, contracts, debts, or other liabilities to its subsidiary entity operating within the jurisdiction of California. As California has its own specific laws and regulations, including the California Corporations Code, a California Subsidiary Assumption Agreement must adhere to the legal requirements set out by the state. It is important to consult with legal professionals to ensure compliance with all applicable regulations. The primary purpose of a California Subsidiary Assumption Agreement is to protect both the parent company and the subsidiary from potential legal and financial risks associated with the transfer. By specifying the assets, contracts, and liabilities being assumed, this agreement serves as a record of the transfer and clarifies each party's rights and responsibilities. It also helps to mitigate potential future disputes between the parent company and the subsidiary. Different types or variations of California Subsidiary Assumption Agreements may exist, depending on the specific circumstances and intentions of the involved parties. Some common types include: 1. Asset Transfer Agreement: This type of agreement focuses on transferring specific assets from the parent company to the subsidiary. It outlines the assets being transferred, their valuation, and any terms or conditions associated with the transfer. 2. Liability Assumption Agreement: In this agreement, the subsidiary assumes specific liabilities and obligations of the parent company. This could include contracts, debts, legal responsibilities, or other financial obligations. It may also specify any limitations or exceptions to the assumed liabilities. 3. Merger or Acquisition Assumption Agreement: When a parent company merges with or acquires another entity, a California Subsidiary Assumption Agreement is often used to transfer specific assets and liabilities related to the acquired business to the subsidiary. This type of agreement typically involves a more complex transfer process. In conclusion, a California Subsidiary Assumption Agreement is a legally binding contract that facilitates the transfer of assets, contracts, and liabilities from a parent company to its subsidiary in the state of California. It serves to protect both parties involved and ensure compliance with state laws. Different types of agreements may exist depending on the specific circumstances and goals of the parent company and subsidiary. Legal guidance is crucial in drafting and executing a California Subsidiary Assumption Agreement to ensure its validity and effectiveness.

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For example, if a construction company takes on the assumed liability of the safety of a government owned road while it is working on it, then it could be held liable for any injuries that occur on the road while it is closed and being worked on.

Assignment and assumption agreements are analogous to bills of sale, except they effect the transfer of contracts, permits and similar assets by the seller to the buyer in an asset purchase transaction. Documents you need to buy or sell a business - The M&A Lawyer Blog themalawyer.com ? documents-you-need-to-buy-... themalawyer.com ? documents-you-need-to-buy-...

An assumption of liability agreement is a separate agreement between a company designated as the reinsurer and a policy-issuing company entered into for the benefit of an insured. assumption of liability agreement - IRMI irmi.com ? term ? insurance-definitions ? as... irmi.com ? term ? insurance-definitions ? as...

Assumption is like an Assignment except the seller is released from all liability under the terms of the lease. This is rare and it almost never happens. Sublease is where possession is transferred to the buyer (subleasee) with the seller retaining all the same rights as though he/she were the tenant. KNOWING THE DIFFERENCE - ASSIGNMENT VS. ASSUMPTION sellingrestaurants.com ? blog ? knowing-the-diffe... sellingrestaurants.com ? blog ? knowing-the-diffe...

An assumption of liability agreement is a separate agreement between a company designated as the reinsurer and a policy-issuing company entered into for the benefit of an insured.

If you find yourself in such a situation, and your contract provides for the possibility of assignment, an assignment and assumption agreement can be a good option for preserving your relationship with the party you initially contracted with, while at the same time enabling you to pass on your contractual rights and ... Understanding an assignment and assumption agreement - .com ? articles ? understanding-an... .com ? articles ? understanding-an...

Assumption of the Liabilities. The Assuming Party assumes and agrees with the Debtor and the Creditor to fully and faithfully discharge and perform all duties, liabilities and obligations of the Debtor under the Liabilities.

The assumption of liability form (form 1) tells us who'll be responsible for paying the CIL charge on a development. Landowners are liable for the levy. But anyone involved in a development may take on the liability to pay.

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THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (“Assignment “) is made as of [insert date], in San Francisco, California, by and between [insert name of Assignor] ... ... a self-insured subsidiary or subsidiaries, the foreign entity will: ... California law in the resolution of any dispute under the assumption and guarantee ...... the Affiliate Certificate of Consent to Self-Insure of the group member. (b) In addition, each group member that is a subsidiary or affiliate or is ... Oct 19, 2009 — purchase, acquire or assume, or (except as otherwise expressly provided in this Agreement) ... completing the transfers and assumptions ... Jul 16, 2010 — day of August, 2010, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of. SONOMA VALLEY BANK, SONOMA, CALIFORNIA (the ... ... Subsidiary of Holdco, obtaining the Loans under the Credit Agreement; ... Set forth on Schedule 3.28 is a complete and accurate list of the types of Property of ... Original Borrower has no intent to (i) file any voluntary petition under any Chapter of the Bankruptcy Code, Title 11, U.S.C.A. (“Bankruptcy Code”), or in any ... ... a California company (the "Separation Agreement"). WHEREAS, it is further ... If and to the extent that the valid, complete and perfected transfer assignment ... Oct 20, 2023 — View on Westlaw or start a FREE TRIAL today, § 18:50. Assignment and assumption agreement with wholly owned subsidiary, Secondary Sources. Mar 13, 2023 — If any bookkeeping errors or omissions are discovered in preparing any Pro Forma Statement or in completing the transfers and assumptions.

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California Subsidiary Assumption Agreement