A Partial Novation Agreement is utilized when there is a need to transfer some, but not all, rights and obligations from an existing contract to a new party under English and Welsh law. This document is commonly used in corporate restructuring, asset sales, or when businesses need to redistribute contractual responsibilities. The agreement carefully delineates which obligations are being transferred and which remain with the original party, ensuring clarity for all parties involved. It must comply with English contract law requirements and typically requires consent from all parties affected by the novation.
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1. Parties: Identification of all parties involved in the novation (existing, incoming and remaining parties)
2. Background: Context of the original agreement and reason for partial novation, including reference to original contract
3. Definitions: Key terms used throughout the agreement, including 'Effective Date', 'Original Agreement', 'Novated Rights', 'Retained Rights'
4. Novation Provisions: Specific rights and obligations being novated and mechanics of the novation
5. Effective Date: When the novation takes effect and any conditions precedent
6. Continuing Obligations: Original obligations that remain in force between the continuing parties
7. Governing Law: Specification of English and Welsh law as governing law and jurisdiction
1. Security Provisions: Required if existing security arrangements need to be addressed or new security is being provided
2. Warranties: Additional warranties and representations from the incoming party
3. Costs: Allocation of costs and expenses related to the novation process
4. Third Party Rights: Provisions excluding or limiting rights under the Contracts (Rights of Third Parties) Act 1999
1. Schedule 1 - Original Agreement: Copy of the agreement being partially novated
2. Schedule 2 - Novated Rights and Obligations: Detailed list of specific rights and obligations being transferred to the incoming party
3. Schedule 3 - Retained Rights and Obligations: Detailed list of rights and obligations remaining with the original party
4. Schedule 4 - Required Consents: List of third party consents and regulatory approvals required for the novation
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