Deed Of Novation
Deed Of Novation
I. Parties to the Deed
Assignor: [Your Company Name], a company incorporated under the laws of [Jurisdiction], with its principal place of business at [Your Company Address].
Assignee: [Assignee's Company Name], a company incorporated under the laws of [Jurisdiction], with its principal place of business at [Assignee's Company Address].
Counterparty: [Counterparty's Company Name], a company incorporated under the laws of [Jurisdiction], with its principal place of business at [Counterparty's Company Address].
II. Background
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[Your Company Name] has entered into an agreement with [Counterparty's Company Name] dated January 1, 2050 (the "Original Agreement").
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The Assignor intends to sell its business, or a division thereof, to [Assignee's Company Name], including the transfer of rights and obligations under the Original Agreement.
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The Assignee agrees to assume the rights and obligations under the Original Agreement.
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The Counterparty consents to this transfer and acknowledges the Assignee as the new party to the Original Agreement.
III. Agreement
1. Assignment of Rights
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[Your Company Name] assigns all of its rights, title, and interest in the Original Agreement to [Assignee's Company Name] as of [Effective Date].
2. Assumption of Obligations
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[Assignee's Company Name] agrees to assume and perform all obligations, duties, and liabilities under the Original Agreement from December 1, 2050, onward.
3. Consent of Counterparty
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[Counterparty's Company Name] consents to the assignment and assumption of rights and obligations as outlined above.
IV. Warranties and Representations
1. Assignor's Warranties
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[Your Company Name] warrants that it has the full legal right to assign the rights and obligations under the Original Agreement to [Assignee's Company Name].
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[Your Company Name] further warrants that the Original Agreement is valid and enforceable, with no pending claims or disputes.
2. Assignee's Warranties
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[Assignee's Company Name] warrants that it is fully capable of performing the obligations under the Original Agreement and will comply with all terms and conditions therein.
3. Counterparty's Representations
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[Counterparty's Company Name] acknowledges that it has reviewed the terms of this Deed and consents to the assignment and assumption of rights and obligations.
V. Governing Law and Jurisdiction
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This Deed shall be governed by and construed in accordance with the laws of [Jurisdiction].
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Any disputes arising from this Deed shall be subject to the exclusive jurisdiction of the courts in [Jurisdiction].
VI. Miscellaneous Provisions
1. Entire Agreement
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This Deed constitutes the entire agreement between the parties concerning the assignment and assumption of the Original Agreement. Any prior agreements or understandings are null and void.
2. Amendment
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This Deed may only be amended in writing and signed by all parties.
3. Counterparts
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This Deed may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.
4. Notices
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Any notice required under this Deed shall be in writing and sent to the address of each party as stated above.
VII. Signatures
[Your Name]
[Your Company Name]
[Date Signed]
[Authorized Representative Name]
[Assignee's Company Name]
[Date Signed]
[Authorized Representative Name]
[Counterparty's Company Name]
[Date Signed]