Novation Agreement

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

NOVATION AGREEMENT

This Novation Agreement (hereinafter referred to as "Agreement") is made and entered into on this {{day}} day of {{month}}, {{year}}.

**BETWEEN:**

**{{Transferor_Company_Name}}** (Registration Number: {{Transferor_Registration_Number}}), a company duly incorporated and existing under the laws of {{Transferor_Jurisdiction}}, with its principal place of business at {{Transferor_Address}} (hereinafter referred to as "the Transferor");

**AND**

**{{Transferee_Company_Name}}** (Registration Number: {{Transferee_Registration_Number}}), a company duly incorporated and existing under the laws of {{Transferee_Jurisdiction}}, with its principal place of business at {{Transferee_Address}} (hereinafter referred to as "the Transferee");

**AND**

**{{Remaining_Party_Company_Name}}** (Registration Number: {{Remaining_Party_Registration_Number}}), a company duly incorporated and existing under the laws of {{Remaining_Party_Jurisdiction}}, with its principal place of business at {{Remaining_Party_Address}} (hereinafter referred to as "the Remaining Party").

RECITALS

WHEREAS, the Transferor and the Remaining Party entered into a [Type of Original Agreement, e.g., Loan Agreement] dated {{original_agreement_date}} (hereinafter referred to as "the Original Agreement");

WHEREAS, the Original Agreement relates to [brief description of the original agreement, e.g., the provision of a loan facility of {{loan_amount}} by the Remaining Party to the Transferor];

WHEREAS, the Transferor wishes to novate all its rights, obligations, and liabilities under the Original Agreement to the Transferee;

WHEREAS, the Transferee wishes to accept such novation and assume all rights, obligations, and liabilities of the Transferor under the Original Agreement;

WHEREAS, the Remaining Party has agreed to such novation, thereby releasing the Transferor from its obligations and accepting the Transferee as a party to the Original Agreement in place of the Transferor.

1. NOVATION

1.1. With effect from the Effective Date (as defined below), the Transferor hereby novates, transfers, and assigns to the Transferee, and the Transferee hereby accepts and assumes from the Transferor, all of the Transferor's rights, benefits, obligations, duties, and liabilities under or in connection with the Original Agreement.

1.2. With effect from the Effective Date, the Remaining Party hereby releases and discharges the Transferor from all its obligations and liabilities under the Original Agreement and agrees to accept and acknowledge the Transferee as the party to the Original Agreement in place of the Transferor, with the same effect as if the Transferee had been an original party to the Original Agreement.

1.3. The Remaining Party acknowledges and agrees that with effect from the Effective Date, all references to the “Transferor” in the Original Agreement shall be deemed to be references to the Transferee, mutatis mutandis.

2. EFFECTIVE DATE

This Agreement shall become effective on the date of its signature by all parties hereto (hereinafter referred to as "the Effective Date").

3. REPRESENTATIONS AND WARRANTIES

3.1. Each party represents and warrants to the other parties that: (a) it has the full power and authority to enter into and perform its obligations under this Agreement; and (b) this Agreement constitutes a legal, valid, and binding obligation enforceable against it in accordance with its terms.

3.2. The Transferor represents and warrants to the Transferee and the Remaining Party that, as at the Effective Date, it has not breached any of its obligations under the Original Agreement and there are no outstanding claims or disputes related to the Original Agreement.

4. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of {{Governing_Law_Jurisdiction}}. The parties irrevocably submit to the exclusive jurisdiction of the courts of {{Court_Jurisdiction}} for the purpose of settling any dispute arising out of or in connection with this Agreement.

5. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations, and agreements, whether oral or written, relating to such subject matter.

6. COUNTERPARTS

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The parties agree that signatures transmitted by facsimile or email shall be deemed to be original signatures for all purposes.

SIGNATURES

IN WITNESS WHEREOF, the parties have executed this Novation Agreement on the date first above written.

**TRANSFEROR**

___________________________

Name: {{Transferor_Signatory_Name}}

Title: {{Transferor_Signatory_Title}}

For and on behalf of {{Transferor_Company_Name}}

**TRANSFEREE**

___________________________

Name: {{Transferee_Signatory_Name}}

Title: {{Transferee_Signatory_Title}}

For and on behalf of {{Transferee_Company_Name}}

**REMAINING PARTY**

___________________________

Name: {{Remaining_Party_Signatory_Name}}

Title: {{Remaining_Party_Signatory_Title}}

For and on behalf of {{Remaining_Party_Company_Name}}