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Novation And Amendment Agreement
"I need a Novation and Amendment Agreement to transfer our existing manufacturing supply contract from our Saudi subsidiary to our new joint venture entity, while also updating the pricing terms and extending the duration until March 2025."
1. Parties: Identifies all parties involved: the original contracting parties and the incoming party
2. Background: Recitals explaining the original agreement, the reason for novation, and the proposed amendments
3. Definitions: Defines key terms used in the agreement, including references to the original agreement and any new terms introduced by the amendments
4. Novation: Core section detailing the transfer of rights and obligations from the outgoing party to the incoming party
5. Amendments to Original Agreement: Specifies all modifications being made to the original agreement
6. Effective Date: Specifies when the novation and amendments take effect
7. Released Obligations: Details which obligations the outgoing party is released from and which (if any) are retained
8. Assumed Obligations: Specifies the obligations being assumed by the incoming party
9. Representations and Warranties: Standard and specific warranties from all parties, particularly the incoming party
10. Governing Law and Jurisdiction: Specifies Saudi law as governing law and relevant jurisdiction for disputes
11. Counterparts and Execution: Explains how the agreement can be executed and that multiple counterparts constitute one document
1. Consent of Other Parties: Required when additional parties to the original agreement need to consent to the novation
2. Security and Guarantees: Required when existing security or guarantees need to be addressed or new ones established
3. Costs and Expenses: Optional section detailing how costs associated with the novation and amendments are to be allocated
4. Shariah Compliance: Specific section addressing compliance with Shariah principles, required for certain types of commercial arrangements
5. Third Party Rights: Required when the rights of third parties are affected by the novation
6. Transitional Provisions: Needed when there's a complex transition period or phased implementation
7. Tax Provisions: Required when there are significant tax implications of the novation
8. Confidentiality: Optional section when specific confidentiality arrangements need to be established
1. Schedule 1 - The Original Agreement: Copy or details of the agreement being novated and amended
2. Schedule 2 - Amendments: Detailed list of all amendments being made to the original agreement
3. Schedule 3 - Transferred Rights and Obligations: Comprehensive list of all rights and obligations being transferred
4. Schedule 4 - Retained Rights and Obligations: List of any rights and obligations being retained by the outgoing party
5. Schedule 5 - Required Consents and Notifications: List of all required third-party consents and notifications
6. Schedule 6 - Completion Requirements: Checklist of actions required to complete the novation
7. Appendix A - Form of Notices: Template notices required under the agreement
8. Appendix B - Supporting Documents: Any relevant corporate authorizations, powers of attorney, or other supporting documents
Authors
Amended Agreement
Amendment Date
Applicable Law
Business Day
Completion
Completion Date
Conditions Precedent
Effective Date
Encumbrance
Existing Rights
Existing Obligations
Governing Law
Incoming Party
Liabilities
New Rights
New Obligations
Novation
Original Agreement
Original Date
Original Parties
Outgoing Party
Outstanding Obligations
Parties
Remaining Party
Required Consents
Rights
Saudi Business Day
Security
Shariah Principles
Surviving Provisions
Transaction Documents
Transfer Date
Transferred Rights
Transferred Obligations
Warranties
Definitions
Novation
Amendment
Consideration
Transfer of Rights
Transfer of Obligations
Release and Discharge
Consent
Representations and Warranties
Conditions Precedent
Completion
Post-Completion Obligations
Security
Guarantees
Indemnities
Costs and Expenses
Notices
Confidentiality
Data Protection
Force Majeure
Assignment
Severability
Entire Agreement
Variation
Waiver
Third Party Rights
Further Assurance
Counterparts
Governing Law
Dispute Resolution
Shariah Compliance
Language
Financial Services
Construction
Real Estate
Energy
Manufacturing
Technology
Healthcare
Telecommunications
Professional Services
Infrastructure
Transportation
Mining
Oil & Gas
Retail
Hospitality
Legal
Commercial
Contracts
Compliance
Risk Management
Finance
Operations
Business Development
Corporate Secretariat
Project Management
Mergers & Acquisitions
Legal Counsel
Contract Manager
Commercial Director
Chief Legal Officer
Business Development Manager
Project Manager
Corporate Secretary
Compliance Officer
Risk Manager
Chief Financial Officer
Operations Director
Transaction Manager
General Counsel
Legal Director
Commercial Manager
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