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1. Parties: Identifies the three parties involved: the original contracting parties (Transferor and Remaining Party) and the New Party (Transferee)
2. Background: Recitals explaining the original contract, its key terms, and the intention to novate
3. Definitions: Defines key terms used throughout the agreement, including reference to the Original Contract, Effective Date, and other relevant terms
4. Novation: Core clause effecting the novation, transfer of rights and obligations from Transferor to New Party
5. Release of Original Party: Formally releases the Transferor from its obligations under the Original Contract
6. New Party Undertaking: New Party's acceptance of the rights and obligations under the Original Contract
7. Effective Date: Specifies when the novation takes effect
8. Consideration: Details of any consideration paid between the parties for the novation
9. Governing Law and Jurisdiction: Specifies Pakistani law as governing law and relevant jurisdiction for disputes
10. General Provisions: Standard boilerplate clauses including notices, entire agreement, and severability
1. Warranties and Representations: Include when specific warranties are needed from any party regarding their capacity to enter into the novation or status of the original contract
2. Regulatory Compliance: Include when the novation requires specific regulatory approvals or compliance measures
3. Tax Provisions: Include when there are specific tax implications of the novation that need to be addressed
4. Confidentiality: Include when specific confidentiality obligations need to be maintained or established
5. Costs and Expenses: Include when there needs to be specific allocation of costs related to the novation
6. Outstanding Obligations: Include when there are specific provisions needed for handling obligations that arose before the novation date
1. Schedule 1 - Original Contract: Copy or details of the original contract being novated
2. Schedule 2 - Specific Rights and Obligations: Detailed list of specific rights and obligations being transferred
3. Schedule 3 - Completion Requirements: List of any conditions or requirements that must be satisfied for the novation to take effect
4. Schedule 4 - Outstanding Matters: Details of any outstanding obligations, payments, or issues under the original contract
5. Appendix A - Required Notices: Forms of any notices required to effect the novation
6. Appendix B - Relevant Consents: Copies of any third-party or regulatory consents required for the novation
Business Day
Completion
Conditions Precedent
Effective Date
Encumbrance
Law
Liabilities
New Party
Novation
Original Agreement
Original Contract Date
Original Party
Outstanding Obligations
Parties
Remaining Party
Representatives
Rights
Stamp Duty
Transfer Date
Transferee
Transferor
Working Hours
Novation
Release and Discharge
Transfer of Rights and Obligations
Consent and Acknowledgment
Representations and Warranties
Conditions Precedent
Effective Date
Consideration
Outstanding Obligations
Indemnification
Costs and Expenses
Stamp Duty
Registration
Notices
Confidentiality
Assignment
Amendments
Severability
Further Assurance
Counterparts
Entire Agreement
Governing Law
Dispute Resolution
Construction
Banking and Finance
Information Technology
Manufacturing
Real Estate
Energy
Telecommunications
Infrastructure
Professional Services
Healthcare
Legal
Compliance
Operations
Finance
Commercial
Risk Management
Corporate Secretariat
Business Development
Project Management
Contract Administration
Legal Counsel
Contract Manager
Project Manager
Corporate Lawyer
Business Development Manager
Commercial Director
Chief Legal Officer
Compliance Officer
Operations Manager
Finance Director
Company Secretary
Risk Manager
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