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1. Parties: Identification of all parties to the agreement, including original parties and new assignee
2. Background/Recitals: Context of the original agreement and reason for amendment and assignment
3. Definitions: Key terms used in the agreement, including reference to original agreement
4. Amendment Provisions: Specific modifications to the original agreement
5. Assignment Provisions: Terms of assignment, rights and obligations being transferred
6. Consent to Assignment: Original parties' formal consent to the assignment
7. Effective Date: When the amendment and assignment take effect
1. Representations and Warranties: Assurances from parties regarding authority and capacity to enter into the assignment
2. Consideration: Details of any payment or consideration for the assignment
3. Release Provisions: Release of original party from obligations post-assignment
4. Governing Law Amendment: Changes to applicable law or jurisdiction if needed due to assignee's location
1. Original Agreement: Copy of the agreement being amended and assigned
2. Schedule of Amendments: Detailed list of specific changes to original agreement
3. Corporate Authorizations: Evidence of authority to enter into assignment
4. Third Party Consents: Any required third party or regulatory approvals
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