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Partial Novation Agreement
"I need a Partial Novation Agreement under Hong Kong law to transfer 60% of our manufacturing supply obligations to our subsidiary company, while retaining all payment receipt rights under the original agreement, with the transfer to take effect from March 1, 2025."
1. Parties: Identifies the Original Party (Transferor), the New Party (Transferee), and the Continuing Party
2. Background: Recitals explaining the original agreement, the relationship between parties, and the intention to partially novate certain rights and obligations
3. Definitions and Interpretation: Defines key terms including 'Original Agreement', 'Novated Rights and Obligations', 'Retained Rights and Obligations', 'Effective Date', and interpretation rules
4. Partial Novation: Core section detailing which specific rights and obligations are being transferred to the New Party
5. Retained Rights and Obligations: Specifies which rights and obligations remain with the Original Party
6. Effective Date and Conditions Precedent: Specifies when the novation takes effect and any conditions that must be met beforehand
7. Representations and Warranties: Standard representations from each party regarding capacity, authority, and validity
8. Continuing Party's Consent: Express consent of the Continuing Party to the partial novation arrangement
9. Costs and Stamp Duty: Allocation of costs and responsibility for any applicable stamp duty
10. Governing Law and Jurisdiction: Specifies Hong Kong law as governing law and Hong Kong courts' jurisdiction
11. Execution: Signature blocks for all parties
1. Security Arrangements: Include when existing security needs to be addressed or new security is being provided
2. Confidentiality: Include when there's sensitive information being shared that needs protection
3. Tax Provisions: Include when the novation has specific tax implications that need to be addressed
4. Regulatory Compliance: Include when the transfer requires regulatory notifications or approvals
5. Further Assurance: Include when parties need to commit to additional future actions to perfect the novation
6. Third Party Rights: Include when rights of third parties need to be explicitly addressed under the Contracts (Rights of Third Parties) Ordinance
1. Schedule 1 - Original Agreement: Copy or details of the agreement being partially novated
2. Schedule 2 - Novated Rights and Obligations: Detailed list of specific rights and obligations being transferred to the New Party
3. Schedule 3 - Retained Rights and Obligations: Detailed list of rights and obligations remaining with the Original Party
4. Schedule 4 - Form of Notice to Third Parties: Template for notifying relevant third parties of the partial novation
5. Schedule 5 - Conditions Precedent: List of any conditions that must be satisfied before the novation becomes effective
Authors
Financial Services
Banking
Insurance
Real Estate
Construction
Infrastructure
Manufacturing
Technology
Telecommunications
Energy
Healthcare
Professional Services
Retail
Logistics
Legal
Finance
Commercial
Risk & Compliance
Corporate Secretarial
Operations
Business Development
Project Management
Executive Management
Legal Counsel
Senior Legal Manager
Contract Manager
Commercial Director
Chief Legal Officer
Business Development Manager
Project Manager
Risk Manager
Compliance Officer
Corporate Secretary
Finance Director
Chief Financial Officer
Operations Director
Managing Director
Chief Executive Officer
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