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1. Parties: Identification of all three parties: the original contracting party (Ursprüngliche Partei), the new party (Neue Partei), and the continuing party (Fortbestehende Partei)
2. Background: Details of the original contract, reasons for novation, and confirmation that all parties agree to the novation
3. Definitions: Definitions of key terms, including 'Original Contract', 'Novation Date', and other relevant terms
4. Release of Original Party: Formal release of the original party from their obligations under the original contract
5. Transfer of Rights and Obligations: Explicit transfer of rights and obligations from the original party to the new party
6. Assumption by New Party: New party's formal assumption of the original party's rights and obligations
7. Continuing Party's Consent: Explicit consent of the continuing party to the novation
8. Effective Date: Specification of when the novation takes effect
9. Outstanding Obligations: Treatment of any accrued rights, obligations, or liabilities prior to the novation date
10. Representations and Warranties: Standard representations and warranties from all parties
11. Governing Law and Jurisdiction: Confirmation of German law as governing law and jurisdiction for disputes
12. Execution: Signature blocks for all three parties
1. Costs and Expenses: Allocation of costs related to the novation, used when significant costs are involved
2. Tax Provisions: Special tax considerations and allocations, included when there are significant tax implications
3. Confidentiality: Confidentiality obligations, included when sensitive information is involved
4. Partial Novation: Used when only certain rights and obligations are being transferred
5. Transitional Provisions: Included when there needs to be a transitional period for the transfer
6. Third Party Rights: Addressing rights of third parties, included when third party interests are affected
7. Data Protection: GDPR and data protection provisions, required when personal data is involved
1. Original Contract: Copy of the original contract being novated
2. Outstanding Obligations Schedule: Detailed list of any outstanding obligations as of the novation date
3. Assets and Liabilities Schedule: Detailed list of specific assets and liabilities being transferred
4. Completion Requirements: List of actions or documents required to complete the novation
5. Required Consents: List of third-party consents required for the novation
6. Powers of Attorney: Any required powers of attorney for executing the novation
7. Transfer Documents: Any additional transfer documents required under German law
Original Contract
Original Party
New Party
Continuing Party
Effective Date
Novation Date
Completion Date
Original Contract Date
Transferred Rights
Transferred Obligations
Outstanding Obligations
Accrued Rights
Completion Requirements
Required Consents
Transfer Documents
Business Day
Confidential Information
Force Majeure Event
Intellectual Property Rights
Material Adverse Change
Permitted Assignees
Related Agreements
Security Interest
Warranties
Working Hours
Applicable Law
Competent Court
Contract Territory
Existing Liabilities
Future Liabilities
Retained Obligations
Transferred Assets
Transition Period
Recitals
Definitions
Release of Original Party
Transfer of Rights
Transfer of Obligations
Assumption of Liabilities
Continuing Party Consent
Effective Date
Completion Requirements
Outstanding Obligations
Representations and Warranties
Indemnification
Confidentiality
Data Protection
Force Majeure
Assignment
Notices
Severability
Entire Agreement
Amendment
Governing Law
Jurisdiction
Dispute Resolution
Costs and Expenses
Tax Provisions
Third Party Rights
Further Assurance
Counterparts
Language
Transitional Provisions
Regulatory Compliance
Execution
Banking and Financial Services
Manufacturing
Construction
Real Estate
Information Technology
Professional Services
Healthcare
Energy
Telecommunications
Transportation and Logistics
Retail
Insurance
Legal
Compliance
Finance
Procurement
Commercial
Risk Management
Corporate Secretariat
Business Development
Operations
Contract Administration
Legal Counsel
Contract Manager
Chief Legal Officer
Business Development Manager
Commercial Director
Procurement Manager
Corporate Secretary
Compliance Officer
Risk Manager
Chief Financial Officer
Project Manager
Operations Director
General Counsel
Legal Administrator
Business Unit Director
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