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1. Parties: Identifies the three parties involved: the original obligor (transferor), the original obligee, and the new obligor (transferee)
2. Background: Describes the existing contract, the intention to novate, and the willingness of all parties to proceed with the novation
3. Definitions: Defines key terms including the Original Contract, Effective Date, and any specific terms relevant to the obligations being transferred
4. Novation: Core clause that effects the novation by releasing the transferor and binding the transferee to the original contract
5. Release of Original Obligor: Explicit release of the transferor from all obligations under the original contract
6. Assumption of Obligations: New obligor's acceptance and assumption of all rights and obligations under the original contract
7. Effective Date: Specifies when the novation takes effect
8. Representations and Warranties: Basic warranties from each party regarding their capacity and authority to enter into the novation
9. Governing Law: Specifies New Zealand law as the governing law of the agreement
10. Execution: Signature blocks for all three parties
1. Conditions Precedent: Include when the novation is contingent on certain conditions being met before becoming effective
2. Costs: Include when there needs to be a specific agreement about who bears the costs of the novation
3. Confidentiality: Include when the parties wish to keep the terms of the novation confidential
4. GST: Include when the novation involves the transfer of contracts with GST implications
5. Assignment: Include when parties wish to restrict future assignment of rights under the novation agreement
6. Amendments to Original Contract: Include when the parties wish to make modifications to the original contract as part of the novation
7. Notices: Include when formal notice provisions are required, particularly for complex or long-term contracts
1. Original Contract: Copy or details of the contract being novated
2. Specific Obligations: Detailed list of specific obligations being transferred, if not all obligations under the original contract are being novated
3. Completion Requirements: List of any documents or actions required to complete the novation
4. Existing Securities: Details of any securities, guarantees, or other collateral arrangements that need to be transferred or replaced
5. Payment Details: Schedule of any payment arrangements or outstanding amounts under the original contract
Original Contract
Effective Date
Completion Date
Original Obligor
New Obligor
Continuing Party
Novated Contract
Completion
Business Day
Existing Rights
Existing Obligations
GST
Parties
Related Company
Security Interest
Outstanding Amounts
Completion Requirements
Conditions Precedent
Existing Securities
Force Majeure Event
Governmental Authority
Insolvency Event
Material Adverse Effect
Permitted Assignment
Representatives
Transfer Notice
Working Day
Novation
Release and Discharge
Assumption of Rights and Obligations
Representations and Warranties
Conditions Precedent
Completion
Payment Terms
GST
Security Arrangements
Confidentiality
Costs and Stamp Duty
Notices
Further Assurance
Assignment
Severability
Entire Agreement
Variation
Waiver
Governing Law
Dispute Resolution
Force Majeure
Counterparts
Electronic Execution
Construction
Financial Services
Information Technology
Professional Services
Real Estate
Manufacturing
Infrastructure
Telecommunications
Energy
Healthcare
Mining and Resources
Transport and Logistics
Legal
Commercial
Finance
Risk and Compliance
Procurement
Operations
Corporate Secretariat
Business Development
Contract Administration
Project Management
Legal Counsel
Contract Manager
Commercial Manager
Project Manager
Business Development Manager
Chief Financial Officer
Risk Manager
Company Secretary
Procurement Manager
Operations Manager
General Counsel
Senior Legal Advisor
Corporate Lawyer
Compliance Officer
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