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The Assignment And Assumption Of Contract is a crucial document used in New Zealand business transactions where one party needs to transfer its contractual position to another entity. This commonly occurs in corporate restructuring, business sales, project transfers, or when a contract party undergoes significant organizational changes. The document ensures compliance with New Zealand contract law principles, particularly under the Contract and Commercial Law Act 2017, and addresses key aspects such as the transfer of rights and obligations, consent requirements, warranties, and any conditions precedent. It's essential for maintaining business continuity while providing legal certainty and protection for all involved parties. The document is particularly vital in situations involving complex commercial arrangements, long-term contracts, or high-value agreements where formal documentation of the transfer is crucial.

1. Parties: Identifies and defines the three key parties: Assignor (original contract party), Assignee (party receiving the rights/obligations), and Obligor (other party to the original contract)

2. Background: Recitals explaining the existence of the original contract and the parties' intention to assign and assume the contract

3. Definitions: Defines key terms used throughout the agreement, including 'Original Contract', 'Effective Date', 'Assigned Rights', and other relevant terms

4. Assignment and Assumption: Core provision detailing the assignment of rights and assumption of obligations from Assignor to Assignee

5. Consideration: Specifies the payment or other consideration for the assignment

6. Effective Date: Establishes when the assignment takes effect

7. Assignor's Representations and Warranties: Warranties regarding the original contract, authority to assign, and status of the contract

8. Assignee's Representations and Warranties: Warranties regarding authority to assume and capacity to perform

9. Consent of Obligor: Obligor's formal consent to the assignment and acknowledgment of Assignee as new counterparty

10. Further Assurances: Commitment by all parties to execute additional documents if needed

11. Governing Law: Specifies New Zealand law as governing law

12. Execution: Signature blocks for all parties