Implementation of Novation Sample Clauses
The 'Implementation of Novation' clause defines the process by which one party's rights and obligations under a contract are transferred to a third party, with the consent of all original parties involved. In practice, this clause outlines the steps required for novation, such as obtaining written agreement from all parties and specifying the effective date of the transfer. Its core function is to ensure a clear and legally binding transition of contractual responsibilities, thereby preventing disputes and maintaining continuity in contractual relationships.
Implementation of Novation. If the Material Project Contractor consents or is deemed to have consented to a novation pursuant to a Proposed Novation Notice, then on the Proposed Novation Date:
(a) the Proposed Substitute will become a party to the Material Contract in place of Project Co and, thereafter, will be treated as if it was and had always been named as a party to the Material Contract in place of Project Co; and
(b) the Material Project Contractor, Project Co and the Proposed Substitute will enter into a novation agreement (the "Novation Agreement") and any other requisite agreements, in form and substance satisfactory to the Material Project Contractor, acting reasonably, pursuant to which:
(1) the Proposed Substitute will be granted all of the rights of Project Co under the Material Contract; and
(2) the Proposed Substitute will assume all of the obligations and liabilities of Project Co under the Material Contract.
Implementation of Novation. If the Contractor consents to a novation pursuant to a Proposed Novation Notice (whether automatically or otherwise), then on the Proposed Novation Date and without prejudice to Clause 140.1 (Rights of Termination), following notification pursuant to Clause 139.1 (Proposed Substitute) and in the absence of any prior release in accordance with Clause 138.2.5, the Security Trustee shall, on or before the Proposed Novation Date, take any action which is necessary unconditionally and irrevocably to release the Construction Contract and the Parent Company Guarantee from the security constituted by the Security Documents; and Project Co shall immediately assign all its rights and powers under the Parent Company Guarantee to the Authority in accordance with clause [insert reference] of the same and on the Proposed Novation Date and without prejudice to Clause 140.1 (Rights of Termination). Subject to the prior performance by the Security Trustee and Project Co of their respective obligations under Clause 159.5.1.1(a) and Clause 159.5.1.1(b) the Proposed Substitute shall become a party to the Construction Contract in place of Project Co and, thereafter, shall be treated as if it was and had always been named as a party to the Construction Contract in place of Project Co; and the Contractor, Project Co and the Proposed Substitute shall enter into a novation agreement (the "Novation Agreement") and any other requisite agreements, in form and substance satisfactory to the Contractor (acting reasonably), pursuant to which: the Proposed Substitute shall be granted all of the rights of Project Co under the Construction Contract (including those arising prior to the end of the Step-in Period); subject to the Contractor giving to the Proposed Substitute within [three (3)] Business Days of receipt of the Proposed Novation Notice such notice as is referred to in Clause 158.2.1 and to the provisions of Clauses 158.2.2 and 158.2.3, mutatis mutandis, the Proposed Substitute shall assume all of the obligations and liabilities of Project Co under the Construction Contract (including those arising prior to the end of any Step-in Period and those arising during the period of the Proposed Novation Notice); provided that the Contractor will not be in breach of any of its obligations under this Agreement if the Proposed Substitute does not enter into one or other of such agreements. On and after the Novation Effective Date: the Contractor shall owe its obligations under the Construct...
Implementation of Novation. If the Construction Contractor consents to a novation pursuant to a Proposed Novation Notice (or is deemed to have given such consent pursuant to Clause 4.4.2) then on the Effective Novation Date:
4.6.1 the Proposed Substitute shall become a party to the Construction Contract (in such capacity, the “Substitute”) in place of the Contractor and thereafter shall be treated as if it were named as a party to the Construction Contract in place of the Contractor;
4.6.2 the Contractor and the Substitute shall enter into a novation agreement and any other requisite agreements pursuant to which the Substitute shall be granted all of the rights and assume all of the obligations and liabilities of the Contractor under the Construction Contract (whether actual, accrued, contingent or otherwise and whether arising on, before or after the Effective Novation Date); [and]
4.6.3 the Construction Contractor shall release the Lead Authority from any Step-In Undertaking given by it to the extent that the obligations of the Lead Authority under the Step-In Undertaking which have accrued up to the Effective Novation Date shall have been discharged; [and]
4.6.4 [the Contractor shall assign, novate or otherwise transfer to the Substitute, on terms reasonably requested by the Substitute, the Construction Contract Parent Company Guarantee and the Contractor and the Guarantor irrevocably confirm their consent to any such assignment, novation or other transfer and their agreement to the provisions of such guarantee applying mutatis mutandis to the Construction Contract as assigned, novated or otherwise transferred under this Agreement.]