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Novation Agreement 1


Novation Agreement 1
Novation Agreement 1
NOVATION AGREEMENT
The ______________________________ (Transferor), a corporation duly organized and
existing under the laws of ____________________[insert State] with its principal office in
______________________ [insert city]; the _____________________ (Transferee), [if
appropriate add “formerly known as the _____________________ ] a corporation duly
organized and existing under the laws of _______________ [insert State] with its principal office
in _____________ [insert city]; and the Washington Metropolitan Area Transit Authority
(WMATA) inter into this agreement as of ___________________ [insert the date transfer of
assets becomes effective under applicable State law].
(a) THE PARTIES AGREE TO THE FOLLOWING FACTS:
1. WMATA has entered into certain contracts with Transferor, namely:
________________________ [insert contract or purchase order
identifications]; or delete “namely” and insert “as shown in the attached
list marked Exhibit A and incorporated in this Agreement by
reference”]. The Term THE CONTRACTS,” as used in this Agreement,
means the above contracts and purchase orders, including all modifications,
made between WMATA and the Transferor before the effective date of this
Agreement (whether or not performance or payment have been completed
and releases executed if WMATA or the Transferor has any remaining rights,
duties, or obligations under these contracts and purchase orders). Included
in the term THE CONTRACTS are also all modifications made under the
terms and conditions of the contracts and purchase orders between WMATA
and the Transferee, on or after effective date of this Agreement.
2. As of _______________20______, the Transferor has transferred to the
Transferee all of the assets of the Transferor by virtue of a ___________
[insert term descriptive of the legal transaction involved] between the
Transferor and Transferee.
3. The Transferee has accepted all the assets of the Transferor by virtue of the
above transfer.
4. The Transferee has assumed all obligations and liabilities of the Transferor
under the contracts by virtue of the above transfer.
5. The Transferee is in a position to fully perform all obligations as they may
exist under the contracts.
6. It is consistent with WMATA’s interest to recognize the Transferee as the
Novation Agreement 1
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