Common use of Assumption and Consent Clause in Contracts

Assumption and Consent. 1.1 This Agreement shall have effect or be deemed to have effect from the date of the Original Agreement (the EFFECTIVE DATE). 1.2 The New Contracting Party agrees to and undertakes to the Continuing Contracting Party to accept and to perform, discharge and observe all obligations and liabilities to be performed, discharged or observed by the Original Contracting Party under the Original Agreement in every way as if the New Contracting Party were named in the Original Agreement in place of the Original Contracting Party with effect from the Effective Date. 1.3 In consideration of the New Contracting Party's undertaking in subclause 1.2 hereof, the Continuing Contracting Party fully and completely releases and discharges the Original Contracting Party from all claims, demands, duties, obligations and liabilities whatsoever in respect of the Original Agreement arising whether before, on or after the Effective Date. The Continuing Contracting Party consents to the assignment of all duties, obligations and liabilities to the New Contracting Party by the Original Contracting Party and the Continuing Contracting Party accepts the liability of the New Contracting Party in lieu of the liability of the Original Contracting Party for all liabilities whether such liabilities arose before, on or after the Effective Date. 1.4 The Continuing Contracting Party undertakes to the New Contracting Party to perform, discharge and observe all such obligations and liabilities on the part of the Continuing Contracting Party under the Original Agreement, as amended and supplemented by this Agreement and acknowledges that the New Contracting Party shall be entitled to the rights and benefits of the Original Agreement, as amended and supplemented by this Agreement as if the New Contracting Party were named in the Original Agreement in place of the Original Contracting Party with effect from the Effective Date. 1.5 The Original Agreement, as amended and supplemented by this Agreement, shall continue in full force and effect.