Novation and Assumption Clause Samples

Novation and Assumption. The Company hereby novates, grants, conveys and transfers to PubCo all of the Company’s rights and obligations under, pursuant to or in connection with the Company Warrant Instrument, Company Warrant Certificate and Warrants, and PubCo hereby accepts such novation, grant, conveyance and transfer and agrees to assume, pay, perform, satisfy and discharge in full, as the same become due, all of the Company’s duties and responsibilities pursuant to or in connection with the Company Warrant Instrument, Company Warrant Certificate and Warrants, each as amended or modified by this Agreement, in each case effective as of the Amalgamation Effective Time.

Novation and Assumption. 1.1. Effective as of the Novation Effective Date, LianBio Development irrevocably novates and transfers to LianBio all rights, licenses, title, interest, claims, demands, liabilities, duties, and obligations of LianBio Development under the Novated Agreement, and all rights, interests, claims, and demands recoverable in law or equity that LianBio Development has or may have under the Novated Agreement, as fully and entirely as if LianBio had at all times been a party to the Novated Agreement in place of LianBio Development (the “Novation”). 1.2. LianBio hereby (a) irrevocably accepts the Novation, (b)(i) agrees to be bound by the Novated Agreement in accordance with its respective terms, (ii) assumes all liabilities, duties, and obligations of LianBio Development under the Novated Agreement, and (iii) acquires all rights, licenses, title, interest, claims, and demands of LianBio Development under the Novated Agreement, and all rights, interests, claims, and demands recoverable in law or equity that LianBio Development has or may have under the Novated Agreement, as if LianBio had at all times been a party to the Novated Agreement in place of LianBio Development. 1.3. LianBio shall assume all liability for any breach, non-observance or failure by LianBio Development to perform any performance, covenants, agreements, duties, and obligations expressed to be undertaken by LianBio Development under the Novated Agreement, irrespective of whether or not any such breach, non-observance or failure is known to any of the Parties.

Novation and Assumption. 1.1 Excepting only those Active Policies for which the Policyholder (as defined below) effectively rejects the transfer and novation as provided elsewhere herein (such rejected Policies, the “Opt-Out Policies”), this Agreement is intended to effect a novation of all Active Policies (such novated Active Policies, the “Novated Policies”), and of Interboro’s rights and obligations thereunder and AutoOne’s concurrent succeeding to such rights and assuming such obligations (the “Novation”). The effective date of the Novation, to be specified in the Policyholder notices sent pursuant to Section 3.1, is referred to herein as the “Novation Date.” The Parties shall cooperate and exercise their reasonable efforts to cause the Novation Date to coincide with the Effective Date. 1.2 As of the Novation Date, AutoOne hereby irrevocably assumes as exclusive liabilities and obligations of AutoOne to the policyholders, all interests, rights, privileges, duties, obligations, defenses and Policy Liabilities (as defined below) of Interboro under the Novated Policies and hereby agrees to pay, perform and discharge such duties, obligations, and Policy Liabilities as and when due in accordance with the terms and subject to the conditions and exclusions of the Novated Policies. 1.3 As of the Novation Date, Interboro hereby irrevocably assigns to AutoOne all of Interboro’s rights, title, and interest in, to and under the Novated Policies, including without limitation Policyholder receivables and all recoveries and recoverables related to the Novated Policies, existing as of or arising on or after the Novation Date, and/or under applicable law together with all books, records, files, data, renewal information, underwriting information, claim information and any other relevant data or records related to such Novated Policies (the “Records”). 1.4 AutoOne is hereby irrevocably designated the successor to Interboro under the Novated Policies as if such Novated Policies, from and after the Novation Date, were direct obligations of AutoOne. AutoOne substitutes itself as of the Novation Date in the place and stead of Interboro as if named in the Novated Policies in place of Interboro. 1.5 As of the Effective Date, Interboro hereby cedes to AutoOne, and AutoOne hereby assumes and reinsures from Interboro, one hundred percent (100%) of Interboro’s Policy Liabilities under the Expired Policies and the Opt-Out Policies. 1.6 AutoOne shall have the full benefit of any and all defenses, setoffs a...

Novation and Assumption. SSI II hereby irrevocably novates and transfers to Target all of SSI II’s rights, title and interests and duties, liabilities and obligations under the Credit Agreement and the other Loan Documents, solely in its capacity as Borrower, and Target hereby irrevocably accepts such rights, title and interests and assumes such duties, liabilities and obligations from SSI II from the Joinder Date on the terms and conditions contained herein, including, without limitation, (i) any claims, liabilities or obligations arising from any failure of SSI II or any Guarantors to perform any of their covenants, agreements, commitments and/or obligations to be performed prior to the date hereof under the Credit Agreement or any other Loan Document and (ii) all claims or liabilities of SSI II with respect to the Loans under the Credit Agreement.

Novation and Assumption. International Paper, solely in its capacity as the Borrower, hereby irrevocably novates and assigns to GPI all of International Paper’s rights, title and interests and obligations as Borrower under the Credit Agreement and the other Loan Documents, and GPI hereby irrevocably accepts such rights, title and interests and assumes such duties, liabilities and obligations as Borrower under the Credit Agreement and the other Loan Documents from International Paper from the JV Closing Date on the terms and conditions contained herein, including, without limitation, (i) any claims, liabilities or obligations arising from any failure of International Paper to perform any of its obligations to be performed by the Borrower prior to the date hereof under the Credit Agreement or any Loan Document and (ii) all claims or liabilities of International Paper with respect to the Loans under the Credit Agreement.

Novation and Assumption. Effective as of the date hereof, HPC Holdings hereby irrevocably novates and transfers to the Assignee all of HPC Holdings’ rights, title, and interests and duties, liabilities and obligations under the Purchase Agreement in its capacity as the “Issuer” thereunder, and the Assignee hereby irrevocably accepts such rights, title and interest and assumes all such duties, obligations and liabilities on the terms set forth herein, including, without limitation, any claims, liabilities or obligations arising from any failure of HPC Holdings to perform any of the covenants, agreements, commitments and/or obligations to be performed by HPC Holdings in its capacity as the “Issuer” prior to the date hereof under the Purchase Agreement. Furthermore, the Assignee hereby makes each of the representations and warranties of the “Issuer” under the Purchase Agreement (including, without limitation, those representations and warranties relating to the Group Companies and the Business under Section 2 thereof) as of the Effective Date, and undertakes to perform each of the covenants of the “Issuer” under the Purchase Agreement (including, without limitation, satisfaction of the Pre-Closing Restructuring pursuant to Section 5.12 thereof), in each case as fully as if the Assignee had been an original signatory thereto.

Novation and Assumption. Effective as of the Effective Date, TopCo 1 hereby irrevocably novates and transfers to the Issuer all of TopCo 1’s rights, title, and interests and duties, liabilities and obligations under the Existing Agreement, the Consent Letter and any Transaction Agreements in its capacity as a party (including, with respect to the Existing Agreement, the “Issuer”) thereunder, and the Issuer hereby irrevocably accepts such rights, title and interest and assumes all such duties, obligations and liabilities on the terms set forth herein, including, without limitation, any claims, liabilities or obligations arising from any failure of TopCo 1 to perform any of the covenants, agreements, commitments and/or obligations to be performed by TopCo 1 under the Existing Agreement, the Consent Letter and any Transaction Agreements in its capacity as a party thereto (including, with respect to the Existing Agreement, as the “Issuer”) prior to the Effective Date.

Novation and Assumption. 1.1. LianBio irrevocably novates and transfers to LBL all rights, title, interest, liabilities, duties, and obligations of LianBio under the License Agreement (the “Novation”). 1.2. LBL hereby irrevocably accepts the Novation, agrees to be bound by the License Agreement in accordance with its terms as if LBL had at all times been a party to the License Agreement in place of LianBio, and assumes all liabilities, duties, and obligations, and acquires all rights, title, and interest, of LianBio under the License Agreement as if LBL had at all times been a party to the License Agreement in place of LianBio. 1.3. LBL shall assume all liability for any breach, non-observance or failure by LianBio to perform any performance, covenants, agreements, duties, and obligations expressed to be undertaken by LianBio under the License Agreement, irrespective of whether or not any such breach, non-observance or failure is known to any of the Parties.

Novation and Assumption. Target hereby irrevocably novates and transfers to Target (USA) all of Target’s rights, title and interests and duties, liabilities and obligations under the Credit Agreement and the other Loan Documents, solely in its capacity as Borrower, and Target (USA) hereby irrevocably accepts such rights, title and interests and assumes such duties, liabilities and obligations from Target from the Joinder Date on the terms and conditions contained herein, including, without limitation, (i) any claims, liabilities or obligations arising from any failure of Target or any Guarantors to perform any of their covenants, agreements, commitments and/or obligations to be performed prior to the date hereof under the Credit Agreement or any other Loan Document and (ii) all claims or liabilities of Target with respect to the Loans under the Credit Agreement.