Contract Novation Clause Samples
A Contract Novation clause allows for the substitution of one party in an existing contract with a new party, transferring all rights and obligations from the original party to the replacement. In practice, this means that if Party A wishes to exit a contract, Party B and a new Party C can agree to take over Party A's role, provided all parties consent to the change. This clause is essential for facilitating business transitions, mergers, or assignments, as it ensures continuity of contractual obligations while formally releasing the outgoing party from future liabilities.
Contract Novation. The Authority and ▇▇▇▇▇▇▇ Land Defence Limited (Company Number 09329025) (▇▇▇▇▇▇▇) entered into a Land Equipment Service Provision and Transformation Contract dated 31 March 2015 (the SPC) in respect of which certain services transfer, on a phased basis, from the Authority to Babcock. The Contractor acknowledges and agrees that the Authority (in its sole discretion) may transfer its rights and obligations under this Contract to Babcock as part of the transfer of services under the SPC. Following the receipt of a written notice by the Authority to the Contractor, the Contractor shall enter into the novation agreement set out at Annex A to Condition 46.2.a, (the Novation Agreement). Notwithstanding Clause a above, the Contractor further agrees at the request of the Authority to enter into any further agreement or document and take any formal steps which are necessary or desirable at the time to give effect to these provisions and/or the Novation Agreement. The Contractor shall disclose to ▇▇▇▇▇▇▇ such Confidential Information as may be required for the operation of the Contract. Where third-party consent is required before such Confidential Information can be disclosed, the Contractor shall use all reasonable endeavours to obtain such consent
Contract Novation. GDS HK shall (and the Obligors shall procure GDS HK), within 3 Months after the date of this Agreement, provide to the Facility Agent documents acceptable to all Lenders evidencing that all obligations and rights of GDS HK under the GDS HK Service Contracts have been novated to the Assignee Group Member. Following the Contract Novation, the Assignee Group Member (other than EDC WGQ) shall (and each Obligor shall procure such Assignee Group Member (other than EDC WGQ)), within 3 Months after the date of this Agreement, provide to the Facility Agent documents acceptable to all Lenders evidencing that relevant back-to-back agreements have been entered into by and between such Assignee Group Member (other than EDC WGQ) and EDC WGQ or EDC YG (as case may be) and relevant pledge over receivables have been entered into by and between such Assignee Group Member (other than EDC WGQ and EDC YG) and the Security Agent.
Contract Novation. 1.1 The Authority may notify the Contractor that agreement has been reached to transfer the business and assets, or substantially all of the business and assets, of the Authority to DSG Newco. The Contractor agrees that, if it is so notified by the Authority, then with effect from the Completion Date or other date as stipulated by the Authority at its sole discretion:
1.1.1 The Authority’s rights, obligations and liabilities under this Agreement will be automatically transferred to DSG Newco in place of the Authority without the need for any consent or action by the Contractor or the Authority;
1.1.2 DSG Newco will automatically become responsible for all future obligations (the “Assumed Obligations”) owed by the Authority to the Contractor in respect of this Agreement;
1.1.3 The Authority will be released automatically from the Assumed Obligations.
1.2 The Contractor further agrees at the request of the Authority to enter into any further agreement or document and take any formal steps which are necessary or desirable at the time to give effect to these provisions.
1.3 If this Agreement is novated pursuant to Clause 1.1 above then DSG Newco shall only be able to assign, novate or otherwise dispose of its rights and obligations under this Agreement or any part thereof with the prior written consent of the Contractor.
1.4 The Contractor shall disclose to DSG Newco such Confidential Information (which may include commercially sensitive information) as may be requested for the operation of the Agreement. Where third-party consent is required before such Confidential Information can be disclosed, the Contractor shall use its best endeavours to obtain such consent. DSG Newco shall only use such Confidential Information for purposes relating to the performance of the Agreement and for no other purposes.
1.5 The Authority reserves to itself the right at its sole discretion to appoint an agent to manage this Agreement, and to give directions to the Contractor, on its behalf. In the event of such appointment, the Authority will notify the Contractor of the identity of the agent and of the scope of the agent’s authority to so act.
Contract Novation. GDS Suzhou and the Guarantor shall, within 6 Months after the date of this Agreement, provide to the Facility Agent documents acceptable to all Lenders evidencing that all obligations and rights of GDS Suzhou under the GDS Suzhou Service Contracts that represent at least 95% Contract Value of all GDS Suzhou Service Contacts have been novated to the Guarantor.
Contract Novation. (a) Each Obligor shall procure the Contract Novation to be completed within 3 Months after the date of this Agreement. Following the Contract Novation, each Obligor shall procure the relevant Assignee Group Member (other than EDC WGQ) to enter into relevant back-to-back agreement with EDC WGQ or EDC YG (as case may be) and to enter into relevant supplemental agreement to the relevant pledge over receivables.
(b) Each Obligor shall procure GDS HK, upon the relevant Receiving Accounts being established with the Account Bank, to deliver the notification letters in form and substance satisfactory to all Lenders to all customers under GDS HK Service Contracts pursuant to which the receiving account in respect of GDS HK Service Contracts shall be changed to the Receiving Account (GDS HK-WGQ) or the Receiving Account (GDS HK-YG) (as the case may be).
(c) Notwithstanding the above, if any amounts payable by the customers under GDS HK Service Contracts are paid into any bank accounts other than the Receiving Accounts, each Obligor shall procure that such amounts to be immediately transferred to relevant Receiving Accounts.
Contract Novation. 27.1 The Contractor agrees to actively engage in any such novation negotiations as required to ensure the continued delivery of the requirements of the Contract in a form set out at Annex N to the Contract (subject to any reasonable amendments as may be required by the Authority and the Contractor).
Contract Novation. KPI No 1 Delivery Performance
Contract Novation. To the extent required by applicable law or regulations, Buyer at its own expense shall be responsible for novation of the government purchase contracts set out on Schedule 3.4.
Contract Novation. The monthly modification of the lease payment during the effective period of the extensions or renewals if they occur, shall not be seen in any case as a novation of the present contract by the will of the parties; likewise, the copy of the payment receipt issued by THE LESSOR shall not be sufficient evidence.
Contract Novation. The processes that apply to this Contract are 19