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Novation Agreement (Real Estate)
"I need a Novation Agreement (Real Estate) to transfer the rights and obligations under our existing office lease at Central Plaza, Hong Kong from ABC Trading Limited to our new subsidiary XYZ Holdings Limited, with completion planned for March 1, 2025."
1. Parties: Identifies the three parties: (1) Original Party, (2) Outgoing Party, and (3) Incoming Party
2. Background: Recitals explaining the original contract, the reason for novation, and the parties' intentions
3. Definitions: Defines key terms including 'Original Contract', 'Effective Date', 'Property', and other relevant terms
4. Novation: Core clause effecting the novation, transferring rights and obligations from the outgoing party to the incoming party
5. Release of Outgoing Party: Confirms the release of the outgoing party from future obligations under the original contract
6. Assumption by Incoming Party: Incoming party's acceptance of rights and obligations under the original contract
7. Effective Date: Specifies when the novation takes effect and any conditions precedent
8. Representations and Warranties: Standard representations from each party regarding capacity and authority to enter into the agreement
9. Costs: Allocation of costs related to the novation, including stamp duty and registration fees
10. Governing Law and Jurisdiction: Confirms Hong Kong law governs and Hong Kong courts have jurisdiction
11. Execution: Formal execution block for all parties
1. Conditions Precedent: Include when novation is conditional on specific events or approvals
2. Consent of Other Parties: Include when other parties' consent is required for the novation
3. Outstanding Payments: Include when there are existing payment obligations to be addressed
4. Property Management Provisions: Include when specific property management responsibilities need to be transferred
5. Assignment of Guarantees/Warranties: Include when there are existing guarantees or warranties to be transferred
6. Confidentiality: Include when sensitive commercial information is involved
7. Further Assurance: Include when additional actions may be needed post-novation
1. Schedule 1 - Original Contract: Copy or details of the contract being novated
2. Schedule 2 - Property Details: Full legal description of the property including lot number and address
3. Schedule 3 - Outstanding Obligations: List of any outstanding obligations under the original contract
4. Schedule 4 - Completion Requirements: Checklist of documents and actions required for completion
5. Appendix A - Form of Notice: Template for notifying relevant third parties of the novation
6. Appendix B - Required Consents: Copies of third-party consents required for the novation
Authors
Original Contract
Effective Date
Completion Date
Original Party
Outgoing Party
Incoming Party
Property
Consideration
Business Day
Completion
Conditions Precedent
Encumbrances
Government Lease
Land Registry
Liabilities
Novation
Outstanding Obligations
Permitted Use
Property Rights
Related Documents
Relevant Authority
Required Consents
Stamp Duty
Title Documents
Transaction Documents
Transfer Date
Working Hours
Interpretation
Novation
Assignment
Transfer of Rights
Release and Discharge
Property Rights
Title and Ownership
Representations and Warranties
Conditions Precedent
Completion
Further Assurance
Costs and Expenses
Stamp Duty
Registration
Notices
Severability
Entire Agreement
Amendments
Counterparts
Third Party Rights
Confidentiality
Force Majeure
Governing Law
Dispute Resolution
Indemnification
Property Management
Insurance
Compliance with Laws
Outstanding Obligations
Real Estate
Property Development
Property Management
Construction
Facilities Management
Commercial Leasing
Retail
Hospitality
Banking and Finance
Professional Services
Legal
Real Estate
Property Management
Operations
Compliance
Risk Management
Commercial
Facilities
Asset Management
Business Development
Legal Counsel
Property Manager
Real Estate Director
Contract Manager
Facilities Manager
Property Development Manager
Asset Manager
Commercial Director
Compliance Officer
Real Estate Partner
Property Lawyer
Transaction Manager
Real Estate Investment Manager
Operations Director
Risk Manager
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