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Novation Agreement 2

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Novation Agreement 2
Novation Agreement 2
Sample Novation Agreement
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DATE: [date]
PARTIES:
(1) [COMPANY NAME], a [limited company / public limited company] incorporated in [England and
Wales] (registration number [number]) having its registered office at [address] (the “Transferor”);
(2) [COMPANY NAME], a [limited company / public limited company] incorporated in [England and
Wales] (registration number [number]) having its registered office at [address] (the Transferee”); and
(3) [COMPANY NAME], a [limited company / public limited company] incorporated in [England and
Wales] (registration number [number]) having its registered office at [address] (the Counterparty”).
BACKGROUND:
(A) On [date] the Transferor and the Counterparty entered into an [agreement]
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relating to [subject matter]
[(a copy of which is annexed to this Agreement)] (the “Contract”).
(B) The parties have agreed that the Transferee will assume the rights and obligations of the Transferor
under the Contract, in accordance with the terms of this Agreement.
AGREEMENT:
1. Definitions
In this Agreement:
Agreementmeans this novation agreement;
Contracthas the meaning given to it in the Background section; and
Novation Date” means [date].
2. Transferee's obligations
2.1 The Transferee undertakes to the Counterparty to observe and perform the Contract and be bound by its
terms from the Novation Date, and accordingly all the obligations and liabilities of the Transferor owed
to the Counterparty under the Contract arising on or after the Novation Date shall become the
obligations and liabilities of the Transferee owed to the Counterparty.
...
3. Counterparty's obligations
...
4. Releases
1 This template can be used to novate (transfer) the rights and obligations of one party under a contract (the Transferor) to another person
(the Transferee).
As a matter of English law, whilst the benefit of a contract may be assignable without the consent of the counterparty, the burden may
not. Hence the need for novation agreements.
Novation agreements are widely used following corporate transactions to regularise the contractual position of an entity that has
purchased an ongoing business.
2 You should take care to precisely identify the contract being novated. If the contract has been amended since execution, you should
specify that the amendments are part of the “Contract” as defined here. You may want to annex a copy of the contract being novated to
this Agreement.
Novation Agreement 2
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