The Assignment And Novation Agreement is a crucial legal instrument used when one party wishes to transfer both its rights and obligations under an existing contract to a third party. Common scenarios include corporate restructuring, merger and acquisition transactions, or business transfer arrangements. Under Irish law, this document combines two distinct legal concepts: assignment (transfer of rights) and novation (transfer of obligations), requiring careful drafting to ensure effectiveness. The agreement is particularly important as pure assignment cannot transfer obligations under Irish law - hence the need for novation elements. This document is typically used in commercial contexts where all three parties (Original Party, New Party, and Remaining Party) must agree to the transfer, and includes specific provisions for consent, representations, and warranties, along with any jurisdiction-specific requirements under Irish legislation.
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1. Parties: Identifies and defines all three parties: (1) the Original Party/Assignor, (2) the New Party/Assignee, and (3) the Remaining Party/Continuing Party
2. Background: Recitals explaining the original agreement, the reason for assignment/novation, and the parties' intentions
3. Definitions and Interpretation: Defines key terms including Original Agreement, Effective Date, Assigned Rights, and Novated Obligations
4. Assignment: Details the assignment of rights from Original Party to New Party
5. Novation: Specifies the novation of obligations and the release of the Original Party
6. Effective Date: Establishes when the assignment and novation take effect
7. Remaining Party's Consent: Express consent of the Remaining Party to the assignment and novation
8. Released Rights and Obligations: Clearly specifies which rights and obligations are being transferred and which are being released
9. Continuing Obligations: Identifies any obligations that continue to bind the Original Party
10. Representations and Warranties: Standard representations and warranties from all parties
11. Costs and Expenses: Allocation of costs related to the assignment and novation
12. Governing Law and Jurisdiction: Specifies Irish law as governing law and Irish courts' jurisdiction
13. Execution: Signature blocks for all three parties
1. Security and Guarantees: Required if there are existing security arrangements or guarantees that need to be addressed
2. Confidentiality: Include if there are specific confidentiality requirements beyond those in the Original Agreement
3. Data Protection: Required if personal data is being transferred as part of the agreement
4. Tax Provisions: Include if there are specific tax implications that need to be addressed
5. Intellectual Property: Required if IP rights are being transferred as part of the assignment
6. Employee Provisions: Include if the assignment/novation affects employment relationships
7. Regulatory Compliance: Required if the assignment/novation is in a regulated industry
8. Further Assurance: Optional clause requiring parties to take additional steps to give effect to the agreement
1. Schedule 1 - The Original Agreement: Copy or details of the agreement being assigned and novated
2. Schedule 2 - Assigned Rights: Detailed list of all rights being assigned to the New Party
3. Schedule 3 - Novated Obligations: Detailed list of all obligations being novated to the New Party
4. Schedule 4 - Completion Requirements: List of actions/documents required to complete the assignment/novation
5. Schedule 5 - Existing Security: Details of any existing security arrangements if applicable
6. Appendix 1 - Form of Notice: Template notices to third parties regarding the assignment/novation
7. Appendix 2 - Required Consents: List of third-party consents required for the assignment/novation
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