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Assumption of Liability Agreement (All You Need To Know)

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What Is Assumption of Liability Agreement

An assumption of liability agreement is a legal contract where a third party assumes the liability for the benefit of another party.

In other words, when you sign an assumption of liability agreement, you are “assuming” or “taking on” another person or company’s liability under the law or a contract.

For example, Company A has entered into a loan agreement with a bank to purchase some equipment.

Company A sells the equipment to Company B who agrees to take over the loan and the bank agrees to have Company B assume the loan.

Company A, Company B, and the bank will enter into an Assumption of Liability Agreement where Company A’s obligations under the loan agreement are transferred to Company B.

As a result, going forward, Company B will inherit the rights and obligations under the loan contract.

Assumption of Liability In Contracts

In contracts, an assumption of liability agreement is a legally binding contract where a party assumes another party’s contractual obligations.

For example, in the context of an asset purchase agreement, merger agreement, or loan agreement, the seller or transferor will want to have the buyer or transferee assume all contractual liabilities going forward.

As a result, as part of the transaction, the buyer will execute an assumption of liability agreement where it agrees to become legally liable for the seller’s obligation under a specific contract.

An assumption of liability agreement can be a standalone agreement or in some cases the parties will include an assumption of liability clause in another contract.

Here are some examples of assumption of liability clauses to better illustrate the concept:

Example 1

It is hereby agreed that, with effect from the Effective Date, the New Member shall be, and is hereby made, an additional party to the Principal Agreement and the Principal Agreement shall henceforth be construed in all respects as if references to the “Members” included reference to the New Member in addition to the Current Members. The New Member hereby agrees with the Current Members and the Manager that, as and with effect from the Effective Date, it shall, severally with the Current Members (and proportionally with their participation percentages as per the Revenue Sharing Key), assume and duly and punctually perform all the liabilities and obligations whatsoever from time to time to be performed or discharged by the Members under the Principal Agreement and shall be bound by the terms of the Principal Agreement as if the New Member had at all times been named therein as a Member. 

Example 2

Contractor agrees to accept exclusive liability for the payment of income taxes. Contractor further agrees to comply with all valid administrative regulations respecting the assumption of liability for such taxes and contributions.

Assumption of Liability In Insurance

Assumption of liability agreement in insurance is when there is an agreement between a reinsurer and an insurance company that has issued a policy for an insured.

In this context, the reinsurer will have direct liability in favor of the insured when the policy-issuing company becomes insolvent and cannot issue a payout.

According to IRMI, the reinsurance company is generally licensed in the state where the insured requires coverage and these types of agreements are almost always made between affiliated insurers. 

Assumption of Liability Agreement Form

An assumption of liability form is a template or document containing standard language for the assumption of liability by a party.

In the assumption of liability form, you’ll typically have the following content:

  • The name of the parties
  • The parties’ address
  • An assumption of liability clause
  • Release and waiver clause 
  • Form date
  • Signature block

More complex forms will include other provisions such as indemnification clauses and other protective clauses between the party transferring liabilities and the party assuming them.

Liability Assumption Agreement Takeaways 

So there you have it folks!

An assumption of liability contract, as the name suggests, is a type of contract where one party assumes the legal or financial liabilities of another party.

Assumption of liabilities means that the “liabilities” are “given” or “transferred” to another.

A valid agreement can be signed by completing an assumption of responsibility form containing standard language or you can have a customized agreement drafted for a specific transaction.

Now that you know what an assumption of liability agreement means and how it works, good luck with your contract negotiations!

Assumption of liability by implication 
Assumption of liability clause 
Assumption of liability policy 
Assumption of risk
Exclusion of liability 
Letter of assumption workers’ compensation 
Letter of assumption 
Liability waiver 
Limited warranty 
Loss transfer agreement 
Strict liability 
Vicarious liability 
What is limitation of liability 
What is novation
What is a contribution agreement
What is a loan agreement 
What is a merger agreement
What is a purchase and sale agreement 
What is a transfer of assets agreement
What is an asset purchase agreement 
What is an assignment agreement 
What is an indemnity agreement 
What is a personal guarantee agreement
What is purchase price

Editorial Staffhttps://lawyer.zone
Hello Nation! I'm a lawyer and passionate about law. I've practiced law in a boutique law firm, worked in a multi-national organization and as in-house counsel. I've been around the block! On this blog, I provide you with golden nuggets of information about lawyers, attorneys, the law and legal theories. Enjoy!


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