ContractsCounsel Logo

Assignment And Assumption Agreement

Clients Rate Lawyers on our Platform 4.9/5 Stars
based on 10,575 reviews
No Upfront Payment Required, Pay Only If You Hire.
Home Contract Samples A Assignment And Assumption Agreement

Jump to Section

What is an Assignment And Assumption Agreement?

An assignment and assumption agreement transfers one party's rights and obligations to a third party. The party making the assignment is called the assignor, while the third party accepting the assignment is known as the assignee.

The assignor assigns their rights and duties under the contract to the assignee and the assignee accepts, or "assumes," those rights and duties.

The other party to the initial contract must also consent to the transfer of rights and obligations to the assignee. For a valid assignment and assumption agreement, the initial contract must provide for the possibility of assignment by one of the initial contracting parties.

Common Sections in Assignment And Assumption Agreements

Below is a list of common sections included in Assignment And Assumption Agreements. These sections are linked to the below sample agreement for you to explore.

Assignment And Assumption Agreement Sample

Exhibit d.13

EXECUTION VERSION

ASSIGNMENT AND ASSUMPTION AGREEMENT

This ASSIGNMENT AND ASSUMPTION AGREEMENT is entered into as of October 28, 2011 (this “Agreement”) by and between Nuveen HydePark Group, LLC, a Delaware limited liability company (“Assignor”), and Nuveen Asset Management, LLC, a Delaware limited liability company (“Assignee”).

WHEREAS, Assignee is an affiliate of Assignor; and

WHEREAS, Assignor desires to assign all of its rights, interests and obligations under certain contracts to which it is a party to Assignee as set forth herein, and Assignee wishes to assume such rights, interests and obligations.

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual agreements and covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Assignment. Assignor hereby assigns and conveys to Assignee for the benefit of Assignee, its successors and assigns, all of Assignor’s right, title and interest in, to and under the contracts set forth on Annex A attached hereto (the “Assumed Contracts”), together with all rights, privileges and benefits appertaining thereto (collectively with the Assumed Contracts, the “Assigned Rights”).

2. Assumption. Assignee hereby accepts the assignment and conveyance of the Assigned Rights by Assignor pursuant to paragraph 1 above and does hereby assume, and undertake and agree to hereafter pay, perform and discharge in accordance with their terms any and all of the liabilities, obligations and commitments of Assignor relating to the Assigned Rights.

3. Benefit of the Agreement. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, shall confer on any person or entity other than the parties hereto, and their respective successors and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement, including any third party beneficiary rights.

4. Headings. The headings used in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

5. Governing Law. This Agreement shall be governed by and interpreted and construed in accordance with the substantive laws of the State of Delaware without regard to applicable choice of law provisions thereof.

6. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but both of which taken together shall constitute one and the same agreement, it being understood that all of the parties hereto need not sign the same counterpart. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or electronic mail shall be as effective as delivery of a manually executed counterpart of this Agreement.

[signature page follows]


IN WITNESS WHEREOF, the parties hereto have executed and delivered this Assignment and Assumption Agreement as of the date first above written.

 

ASSIGNOR:
NUVEEN HYDEPARK GROUP, LLC
By:     /s/     Gifford R. Zimmerman
  Name: Gifford R. Zimmerman
  Title: Vice President

 

ASSIGNEE:
NUVEEN ASSET MANAGEMENT, LLC
By:     /s/    Kevin J. McCarthy
  Name: Kevin J. McCarthy
  Title: Managing Director

[Signature Page to Assignment and Assumption Agreement]


Annex A

Assumed Contracts

 

1. Investment Sub-Advisory Agreement between Assignor and Nuveen Fund Advisors, Inc. (f/k/a Nuveen Asset Management) dated as of November 14, 2007, with respect to Nuveen Multi-Manager Large-Cap Value Fund (f/k/a Nuveen Large-Cap Value Fund), a series of Nuveen Investment Trust.
2. Investment Sub-Advisory Agreement between Assignor and Nuveen Fund Advisors, Inc. (f/k/a Nuveen Asset Management) dated as of October 28, 2010, with respect to NASDAQ Premium Income & Growth Fund Inc.
3.

Investment Sub-Advisory Agreement between Assignor and Nuveen Fund Advisors, Inc. (f/k/a Nuveen Asset Management) dated as of October 6, 2010, with respect to Dow 30SM Premium & Dividend Income Fund Inc.

4.

Investment Sub-Advisory Agreement between Assignor and Nuveen Fund Advisors, Inc. (f/k/a Nuveen Asset Management) dated as of October 6, 2010, with respect to Dow 30SM Enhanced Premium & Dividend Income Fund Inc.


Reference:
Security Exchange Commission - Edgar Database, EX-99.D.13 3 d416323dex99d13.htm ASSIGNMENT AND ASSUMPTION AGREEMENT, Viewed October 6, 2021, View Source on SEC.

Who Helps With Assignment And Assumption Agreements?

Lawyers with backgrounds working on assignment and assumption agreements work with clients to help. Do you need help with an assignment and assumption agreement?

Post a project in ContractsCounsel's marketplace to get free bids from lawyers to draft, review, or negotiate assignment and assumption agreements. All lawyers are vetted by our team and peer reviewed by our customers for you to explore before hiring.

How ContractsCounsel Works
Hiring a lawyer on ContractsCounsel is easy, transparent and affordable.
1. Post a Free Project
Complete our 4-step process to provide info on what you need done.
2. Get Bids to Review
Receive flat-fee bids from lawyers in our marketplace to compare.
3. Start Your Project
Securely pay to start working with the lawyer you select.

Meet some of our Assignment And Assumption Agreement Lawyers

William W. on ContractsCounsel
View William
5.0 (1)
Member Since:
September 29, 2023

William W.

General Counsel
Free Consultation
Miami, Florida
15 Yrs Experience
Licensed in FL
St. Thomas University

An entrepreneurial, results-oriented advocate, legal and compliance professional with a successful track record of providing strategic legal advice and operational support to high growth national companies. Well established expertise in commercial transactions, acquisitions, and compliance oversight and policy development, including specialized expertise in sales, marketing and advertising compliance.

Elexius E. on ContractsCounsel
View Elexius
4.9 (7)
Member Since:
November 20, 2023

Elexius E.

Legal Specialist
Free Consultation
Marietta, GA
8 Yrs Experience
Licensed in GA
Georgia State University College of Law

My name is Elexius. I’ve been practicing since 2016. I began my career doing defense work for insurance companies. I handled worker’s compensation cases, insurance subrogation claims and a number of related employment issues including wage and hour disputes, resignation, termination and release of claims. I also handled employee contract matters and revised contracts as needed for my clients. In my current role I draft contracts and related agreements, including cease and desist, letters of understanding, and various notices. I also handle contractual interference issues.

Jarrid C. on ContractsCounsel
View Jarrid
Member Since:
September 25, 2023

Jarrid C.

Managing Partner
Free Consultation
Mobile, AL
9 Yrs Experience
Licensed in AL
Birmingham School of Law

I’m the Managing Attorney at The Coaxum Firm LLC, a small firm located in Alabama that handles Family Law, Criminal Defense, and Personal Injury cases. My law partner is my older brother, Louis Coaxum, and we’ve been practicing together as a firm for over 8 years.

Raquel G. on ContractsCounsel
View Raquel
Member Since:
September 26, 2023

Raquel G.

IP/Contacts/Entertainment/General Law Practitioner
Free Consultation
Bryans Road, Maryland
22 Yrs Experience
Licensed in MD
Catholic University of America Columbus School of Law (J.D.)

I have practiced law for 20+ years. I am knowledgeable, skilled, and experienced in IP related matters; contract drafting and revisions; trial preparation (including ITC Section 337 trials); and many other legal areas. Further, I earned a bachelor of science degree in electrical engineering and worked as a junior and primary patent examiner for over a decade. Furthermore, I have produced a feature film and set up and maintained the production office before, during, and after filming.

Kimm M. on ContractsCounsel
View Kimm
Member Since:
September 28, 2023

Kimm M.

Attorney at Law
Free Consultation
Maryland/District of Columbia
31 Yrs Experience
Licensed in DC, MD
Harvard Law School

Kimm Massey, Esq. is a graduate of Harvard Law School, who has almost thirty years of experience practicing law. Her background includes litigation work for large multinational corporate law firms, the federal government, and the District of Columbia government. She founded Massey Law Group a decade ago. Attorney Kimm Massey has been admitted to the Bars of Washington DC, Maryland, Pennsylvania, Florida, the U.S. District Court for the District of Columbia, the U.S. District Court for the District of Maryland, the United States Court of Federal Claims, the United States Court of Appeals for Veterans’ Claims, and the United States Court of Appeals for the Fourth Circuit.

Michelle M. on ContractsCounsel
View Michelle
Member Since:
September 27, 2023

Michelle M.

Attorney
Free Consultation
Columbus, Ohio
21 Yrs Experience
Licensed in OH
Capital University (JD)

Ms. Marshall practices primarily in the areas of commercial and residential real estate, business/corporate, estate planning and tax. She spent the first 10 years of her career also practicing in civil litigation, collections and personal injury. Ms. Marshall concentrates her practice on the needs of individuals, entrepreneurs and small to medium sized businesses. During the course of her career Ms. Marshall has earned recognition as a Central Ohio Top Lawyer.

Andreas M. on ContractsCounsel
View Andreas
Member Since:
September 29, 2023

Andreas M.

Managing Partner
Free Consultation
Atlanta, Georgia
2 Yrs Experience
Licensed in GA
Atlanta John Marshall

Throughout his career, Mr. Mettler gained significant experience negotiating and documenting large-scale international transactions, managing legal and regulatory compliance, and collaborating with legal teams to ensure business activities aligned with contract terms, commercial objectives, relevant laws, and government regulations. This experience exposed him to the intersection of business and law, and he became increasingly interested in the law and its workings. As a result, after spending over 20 years in the technology industry as a successful executive, Mr. Mettler decided to transition into the legal industry to expand his skill set and pursue his passion for law. Mr. Mettler believes that his strong business acumen, attention to detail, and ability to simplify complex projects and issues into manageable components and easy-to-read terminology, is a valuable assets in the legal industry. * 20+ years sales and account executive for technology companies, focusing on international enterprise transactions, with deep experience in sales, international expansion, negotiating SaaS agreements, and account management. * Extensive experience working closely with legal teams to negotiate and draft complex large-scale international enterprise contracts, including SaaS agreements, with a keen focus on commercial, legal, and regulatory compliance across multiple jurisdictions. * Proficient in identifying legal risks and opportunities in business transactions and developing strategies to mitigate risks (and work contract language around such risk) while maximizing value for the company and its customers.

Find the best lawyer for your project

Browse Lawyers Now

How It Works

Post Your Project

Get Free Bids to Compare

Hire Your Lawyer

Business lawyers by top cities
See All Business Lawyers
Assignment And Assumption Agreement lawyers by city
See All Assignment And Assumption Agreement Lawyers
related contracts
See More Contracts
other helpful articles

Quick, user friendly and one of the better ways I've come across to get ahold of lawyers willing to take new clients.

View Trustpilot Review

Contracts Counsel was incredibly helpful and easy to use. I submitted a project for a lawyer's help within a day I had received over 6 proposals from qualified lawyers. I submitted a bid that works best for my business and we went forward with the project.

View Trustpilot Review

I never knew how difficult it was to obtain representation or a lawyer, and ContractsCounsel was EXACTLY the type of service I was hoping for when I was in a pinch. Working with their service was efficient, effective and made me feel in control. Thank you so much and should I ever need attorney services down the road, I'll certainly be a repeat customer.

View Trustpilot Review

I got 5 bids within 24h of posting my project. I choose the person who provided the most detailed and relevant intro letter, highlighting their experience relevant to my project. I am very satisfied with the outcome and quality of the two agreements that were produced, they actually far exceed my expectations.

View Trustpilot Review

How It Works

Post Your Project

Get Free Bids to Compare

Hire Your Lawyer

Want to speak to someone?

Get in touch below and we will schedule a time to connect!

Request a call

Find lawyers and attorneys by city