¶¶Òõ¶ÌÊÓƵ

The Assignment And Novation Agreement is a crucial legal instrument in Malaysian business transactions where one party needs to transfer its contractual position to another entity. This document is commonly used in corporate restructuring, business acquisitions, project financing, or when a party wishes to exit a contractual relationship while ensuring business continuity. It must comply with Malaysian legal requirements, including the Contracts Act 1950 and Stamp Act 1949, and requires careful consideration of existing contractual obligations, regulatory requirements, and commercial implications. The agreement typically includes detailed provisions about the transfer timing, warranties, indemnities, and any conditions precedent, ensuring a smooth transition of rights and obligations while protecting all parties' interests.

1. Parties: Identifies the Assignor (original contracting party), Assignee (new party), and Continuing Party (remaining original party)

2. Background: Recitals explaining the original contract, the parties' relationship, and the intention to assign and novate

3. Definitions: Defines key terms including Original Contract, Effective Date, Assigned Rights, and Novated Obligations

4. Assignment: Details the assignment of rights from Assignor to Assignee

5. Novation: Specifies the novation of obligations and responsibilities

6. Release and Discharge: Confirms release of Assignor from obligations and Continuing Party's consent

7. Effective Date: Specifies when the assignment and novation takes effect

8. Warranties and Representations: Standard warranties from all parties regarding capacity and authority

9. Costs and Stamp Duty: Addresses responsibility for costs and Malaysian stamp duty requirements

10. Governing Law and Jurisdiction: Specifies Malaysian law as governing law and jurisdiction for disputes

11. Execution: Signature blocks complying with Malaysian execution requirements