New York Subsidiary Assumption Agreement

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

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 New York subsidiary assumption agreement is a legally binding contract that outlines the transfer of responsibilities, liabilities, and obligations from a parent company to its subsidiary located in the state of New York. This agreement is commonly employed in corporate transactions such as mergers, acquisitions, spin-offs, or restructuring efforts. The New York subsidiary assumption agreement ensures that the subsidiary undertakes and assumes the financial obligations, contractual commitments, debts, and other liabilities of the parent company as agreed upon by both parties involved. The agreement typically comprehensively delineates the terms and conditions of the transfer, leaving no room for ambiguity. Key provisions within a New York subsidiary assumption agreement may consist of the following: 1. Transfer of Contracts: The agreement explicitly identifies and transfers specific contracts or agreements from the parent company to the subsidiary. This includes all contractual rights, obligations, and duties that were initially held by the parent company. 2. Assumption of Debts and Liabilities: The agreement clearly defines the debts, loans, and other liabilities that the subsidiary is assuming from the parent company. It outlines the amount, the nature of the obligations, and the timeline for the subsidiary to assume these financial responsibilities. 3. Intellectual Property Rights: If applicable, the agreement addresses the transfer or licensing of any intellectual property rights from the parent company to the subsidiary, ensuring that the subsidiary can legally operate and utilize these assets. 4. Employment and Employee Benefits: The agreement may detail the transfer of employees from the parent company to the subsidiary, along with the assumption of their employment agreements, benefits, pension plans, or any other related obligations. 5. Regulatory Compliance: As the subsidiary undertakes the obligations of the parent company, the agreement may address any regulatory filings, approvals, or permits required by law in New York. Types of New York Subsidiary Assumption Agreements: 1. Merger Assumption Agreement: This agreement is used when two companies merge, with one company being a New York subsidiary of the merging entity. It ensures the smooth transition of contractual obligations and liabilities to the subsidiary. 2. Acquisition Assumption Agreement: In cases where a parent company acquires another company and establishes a subsidiary in New York, this agreement is used to transfer liabilities, contractual commitments, and other obligations to the newly formed subsidiary. 3. Spin-off Assumption Agreement: When a parent company decides to separate a subsidiary and create an independent entity in New York, this agreement is used to effectuate the transfer of assets, contracts, and liabilities to the newly formed subsidiary. In summary, a New York subsidiary assumption agreement is a critical legal document that outlines the transfer of responsibilities and liabilities from a parent company to its subsidiary situated in New York. By precisely delineating the terms of the transfer, this agreement ensures a smooth transition and protects the interests of all parties involved.

Free preview
  • Preview Subsidiary Assumption Agreement
  • Preview Subsidiary Assumption Agreement

How to fill out New York Subsidiary Assumption Agreement?

Choosing the right authorized file design can be a have a problem. Naturally, there are tons of themes available on the net, but how would you discover the authorized type you require? Make use of the US Legal Forms internet site. The service delivers a huge number of themes, such as the New York Subsidiary Assumption Agreement, that can be used for business and personal demands. Every one of the forms are inspected by pros and meet up with state and federal demands.

Should you be presently authorized, log in in your profile and then click the Down load button to have the New York Subsidiary Assumption Agreement. Make use of your profile to appear throughout the authorized forms you possess ordered earlier. Go to the My Forms tab of your own profile and have one more duplicate of your file you require.

Should you be a whole new user of US Legal Forms, listed below are straightforward instructions for you to follow:

  • Initially, make sure you have selected the proper type for your personal town/area. You can look through the form making use of the Preview button and read the form outline to make certain this is the right one for you.
  • When the type is not going to meet up with your needs, make use of the Seach area to obtain the appropriate type.
  • When you are positive that the form is proper, go through the Purchase now button to have the type.
  • Opt for the prices program you want and enter in the required information and facts. Design your profile and purchase an order with your PayPal profile or credit card.
  • Opt for the data file file format and acquire the authorized file design in your system.
  • Full, revise and print and signal the acquired New York Subsidiary Assumption Agreement.

US Legal Forms is definitely the greatest library of authorized forms for which you will find numerous file themes. Make use of the service to acquire skillfully-manufactured documents that follow state demands.

Form popularity

FAQ

An assumption agreement, sometimes called an assignment and assumption agreement, is a legal document that allows one party to transfer rights and/or obligations to another party. It allows one party to "assume" the rights and responsibilities of the other party.

LSTA Form of Assignment and Assumption Agreement used for single or multiple assignments in syndicated loan transactions. The LSTA form is attached as a Word document. This Standard Document attachment has integrated notes with important explanations and drafting and negotiating tips. LSTA Form of Assignment Agreement | Practical Law - Westlaw westlaw.com ? document ? LSTA-Fo... westlaw.com ? document ? LSTA-Fo...

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...

There are two parties in a contract: the promisee and the promisor. A promisor refers to the party that makes the promise, while a promisee is a party that receives the promise. The other party set to benefit from a contract is referred to as a third-party beneficiary.

Parties Involved: Typically, an assumption agreement includes two main parties: the assignor (let's say, Seller A) and the assignee (Buyer B). Seller A is looking to transfer their obligations, while Buyer B is ready to assume those obligations. Understanding Assumption Agreements: A Simple Guide legalgps.com ? contract-template-blogs ? un... legalgps.com ? contract-template-blogs ? un...

Updated March 7, 2022. In real estate transactions, an assumption agreement allows a third party to ?assume? or take over the loan of the property's seller. Mortgages may be assumed when the house is sold, a divorcing spouse is awarded the property in a settlement or when someone inherits property.

The effective date of this Assumption Agreement shall be the date the Memorandum of Assumption Agreement is recorded in the Official Records. Assumption Agreement: Definition & Sample - Contracts Counsel contractscounsel.com ? assumption-agreement contractscounsel.com ? assumption-agreement

Understand the difference between an assignment and an assumption agreement. An assignment agreement transfers the rights and obligations of the original contract from one party to another, while an assumption agreement transfers only the obligations of the original contract to the new party.

Interesting Questions

More info

Seller has made available to Buyer true, correct and complete copies of the certificates of incorporation, charter, bylaws and other similar organizational ... This ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), is made and entered into as of April 4, 2022 (the “Effective Date”), by and among Gogoro Inc., ...(a) Schedule 3.5 to this Agreement contains on the date hereof complete and correct lists of (i) the Material Subsidiaries, showing, as to each such Material ... For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably assumes from the Assignor,. Jan 11, 2010 — Continuation of Banking Business.............................................................20. 4.2. Agreement with Respect to Credit Card ... Jul 7, 2009 — ... in the application ofthe substantive law of any jurisdiction other than the State of New York. 6.4 WAIVER OF JURY TRIAL. EACH PARTY HERETO ... 516 West 34th Street New York, New York 10001 Attention: General Counsel Facsimile: (212) 629-2398 or to such other address or facsimile number as the party ... We have reviewed the terms of the branch purchase (Purchase and Assumption Agreement dated as of [---] by and between New York Community Bank and [---] which ... We have reviewed the Bank Merger Act Application (which includes a copy of the Branch Purchase and Deposit Assumption Agreement between [---] Bank and [---] ... accept from GCNA, all of the outstanding shares of capital stock of the Companies as set forth in. Annex I hereto (the "Shares"). 1.2 Delivery of the Shares ...

Trusted and secure by over 3 million people of the world’s leading companies

New York Subsidiary Assumption Agreement