The West Virginia Assumption Agreement between Unilab Corporation and Unilab Finance Corporation is a legally binding document that outlines the terms and conditions of the assumption of certain obligations by Unilab Corporation from Unilab Finance Corporation. This agreement is applicable in the state of West Virginia and is designed to ensure a smooth transfer of liabilities from one entity to another. Key elements of the West Virginia Assumption Agreement: 1. Parties involved: The agreement identifies the two entities involved — Unilab Corporation, the assuming party, and Unilab Finance Corporation, the transferring party. 2. Effective date: The agreement stipulates the date on which the assumption takes effect. This is crucial for determining when Unilab Corporation assumes the obligations. 3. Obligations assumed: The agreement specifies the exact obligations or liabilities that Unilab Corporation will assume from Unilab Finance Corporation. This may include debts, loans, leases, contracts, or any other financial obligations. 4. Financial terms: The agreement includes detailed financial terms, such as the amount to be assumed, repayment terms, and any interest or fees associated with the assumed obligations. 5. Representations and warranties: Both parties provide certain assurances regarding their legal authority to enter into the agreement and the accuracy of the information provided. This helps establish trust between the parties involved. 6. Indemnification: The agreement may include indemnification clauses, where Unilab Corporation agrees to compensate Unilab Finance Corporation for any losses or damages resulting from the assumption. 7. Governing law: As this agreement is specific to West Virginia, the governing law clause ensures that any disputes arising from the agreement will be resolved in accordance with the laws of the state. Different types of West Virginia Assumption Agreement between Unilab Corporation and Unilab Finance Corporation: 1. Debt assumption agreement: This type of assumption agreement focuses on the transfer of existing debt obligations from Unilab Finance Corporation to Unilab Corporation. It outlines the terms and conditions of the assumption, including payment schedules and interest rates. 2. Lease assumption agreement: In cases where Unilab Finance Corporation holds leases for properties or equipment, this specific type of assumption agreement facilitates the transfer of those leases to Unilab Corporation. It covers matters such as lease terms, responsibilities, and any associated costs. 3. Contract assumption agreement: This agreement type pertains to the transfer of contractual obligations from Unilab Finance Corporation to Unilab Corporation. It ensures that Unilab Corporation will assume all rights and responsibilities under the specified contracts. In conclusion, the West Virginia Assumption Agreement between Unilab Corporation and Unilab Finance Corporation is a comprehensive legal document that governs the transfer of liabilities and obligations. It ensures a smooth transition while providing clarity and protection for both parties involved. Different types of assumption agreements may include debt assumption, lease assumption, and contract assumption, depending on the specific obligations being transferred.