Novation Agreement Sample

(iv) it has entered into this Novation Agreement in reliance upon such tax, accounting, regulatory, legal
and financial advice as it deems necessary and not upon any view expressed by any of the other
parties;
3.2 Each of the Transferor and the Remaining Party represents and warrants to the Transferee that:
(i) it has made no prior transfer of any of its rights, title or interest under the Original Transaction
(ii) facts or circumstances which would give rise to an Event of Default under the Old Master Agreement
have not occurred in relation to such party
4. Effect of this Novation Agreem ent
Except so far as amended by Clause 2 hereof, and save to the extent it is inconsistent herewith, the Original
Transaction shall remain in full force and effect save that every reference therein to “Transaction” shall be
construed as a reference to such Transaction as novated and amended by this Novation Agreement.
5. Fees, Costs a n d Expanses
The parties hereto shall each pay their own costs and expenses (including legal fees) incurred in connection with
or as a result of the negotiation, preparation and execution of this Novation Agreement.
6. Governing Law and Jurisd i c tion
6.1 This Novation Agreement shall be governed by, and construed in accordance with, English law.
6.2 The courts of England have exclusive jurisdiction to hear and decide any suit, action or proceedings, and to
settle any disputes, which may arise out of or in connection with this Novation Agreement (respectively,
"Proceedings" and "Disputes") and, for these purposes, each party irrevocably submits to the jurisdiction of
the courts of England.
6.3 Each party irrevocably waives any objection which it might at any time have to the courts of England being
nominated as the forum to hear and decide any Proceedings and to settle any Disputes and agrees not to claim
that the courts of England are not a convenient or appropriate forum.
7. Counterparts
This Novation Agreement may be executed in any number of counterparts and by the several parties hereto on
separate counterparts each of which when so executed shall be an original, but all such counterparts shall together
constitute one and the same instrument.
AS WITNESS the hands of the duly authorized representatives of the parties on the respective dates specified
below with effect from the date first written above.
SIGNED on behalf of
Party Transfero r:
SIGNED on behalf of
the Transferee:
SIGNED on behalf of
the Remaining Party:
2
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