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1. Parties: Identification of all three parties: the original contracting parties (Creditor and Debtor) and the new party (New Debtor/Creditor)
2. Background: Details of the original contract, reason for novation, and intention to novate
3. Definitions and Interpretation: Definitions of key terms, interpretation rules, and relevant references to the original contract
4. Original Contract: Identification and description of the original contract being novated
5. Effective Date: Specification of when the novation takes effect
6. Novation: Core terms of the novation, including discharge of original party and assumption of obligations by new party
7. Transfer of Rights and Obligations: Detailed description of rights and obligations being transferred
8. Release of Original Party: Express release of the outgoing party from their obligations
9. Representations and Warranties: Confirmations and warranties from all parties regarding their capacity and authority
10. Costs: Allocation of costs related to the novation
11. Governing Law and Jurisdiction: Confirmation of South African law as governing law and jurisdiction
12. Signing: Execution provisions and signature blocks for all three parties
1. Security Arrangements: Required when existing security needs to be addressed or new security is being provided
2. Conditions Precedent: Include when the novation is subject to fulfillment of specific conditions
3. Transitional Provisions: Required when there needs to be a handover period or specific arrangements for transition
4. Outstanding Payments: Include when there are existing payments or obligations that need to be addressed
5. Confidentiality: Required when sensitive commercial information is involved
6. Third Party Rights: Include when the novation affects rights of parties not directly involved in the novation
7. Tax Provisions: Required when the novation has significant tax implications
8. Dispute Resolution: Include when parties want specific dispute resolution procedures beyond court jurisdiction
1. Original Contract: Copy of the original contract being novated
2. Outstanding Obligations: List of all outstanding obligations under the original contract
3. Modified Terms: Any terms of the original contract that are being modified as part of the novation
4. Security Documents: Copies of any security documents relevant to the novation
5. Required Consents: Copies of third-party consents or regulatory approvals
6. Corporate Authorities: Copies of corporate authorizations and resolutions approving the novation
Original Contract
Original Creditor
Original Debtor
New Party
Effective Date
Novation Date
Completion Date
Business Day
Conditions Precedent
Encumbrance
Event of Default
Governing Law
Liabilities
Material Adverse Effect
Parties
Related Persons
Rights and Obligations
Security
Signature Date
Outstanding Obligations
Warranties
Working Hours
Confidential Information
Intellectual Property Rights
Losses
Original Agreement
Regulatory Authority
Representatives
Transaction Documents
Transfer Date
Transitional Period
VAT
Writing
Consent
Surviving Provisions
Termination Date
Applicable Laws
Due Diligence
Force Majeure
Interpretation
Definitions
Background
Duration
Novation
Transfer of Rights
Transfer of Obligations
Release and Discharge
Consideration
Representations and Warranties
Conditions Precedent
Security
Costs
Transitional Provisions
Outstanding Payments
Indemnification
Confidentiality
Data Protection
Force Majeure
Notices
Severability
Assignment
Waiver
Amendment
Entire Agreement
Further Assurance
Dispute Resolution
Governing Law
Jurisdiction
Counterparts
Good Faith
Tax
Compliance with Laws
Third Party Rights
Authority
Termination
Breach
Remedies
Financial Services
Banking
Insurance
Construction
Real Estate
Mining
Manufacturing
Retail
Technology
Telecommunications
Professional Services
Healthcare
Energy
Transport and Logistics
Agriculture
Legal
Finance
Commercial
Compliance
Risk Management
Operations
Corporate Affairs
Business Development
Project Management
Treasury
Procurement
Legal Counsel
Contract Manager
Commercial Director
Chief Financial Officer
Company Secretary
Risk Manager
Compliance Officer
Business Development Manager
Operations Director
Project Manager
Corporate Lawyer
Finance Manager
Managing Director
Chief Executive Officer
Commercial Manager
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