Novation Agreement 1

NOVATION AGREEMENT
The ______________________________ (Transferor), a corporation duly organized and
existing under the laws of ____________________[insert State] with its principal office in
______________________ [insert city]; the _____________________ (Transferee), [if
appropriate add “formerly known as the _____________________ “] a corporation duly
organized and existing under the laws of _______________ [insert State] with its principal office
in _____________ [insert city]; and the Washington Metropolitan Area Transit Authority
(WMATA) inter into this agreement as of ___________________ [insert the date transfer of
assets becomes effective under applicable State law].
(a)
THE PARTIES AGREE TO THE FOLLOWING FACTS:
1.
WMATA has entered into certain contracts with Transferor, namely:
________________________ [insert contract or purchase order
identifications]; or delete “namely” and insert “as shown in the attached
list marked Exhibit A and incorporated in this Agreement by
reference”]. The Term “THE CONTRACTS,” as used in this Agreement,
means the above contracts and purchase orders, including all modifications,
made between WMATA and the Transferor before the effective date of this
Agreement (whether or not performance or payment have been completed
and releases executed if WMATA or the Transferor has any remaining rights,
duties, or obligations under these contracts and purchase orders). Included
in the term “THE CONTRACTS” are also all modifications made under the
terms and conditions of the contracts and purchase orders between WMATA
and the Transferee, on or after effective date of this Agreement.
2.
As of _______________20______, the Transferor has transferred to the
Transferee all of the assets of the Transferor by virtue of a ___________
[insert term descriptive of the legal transaction involved] between the
Transferor and Transferee.
3.
The Transferee has accepted all the assets of the Transferor by virtue of the
above transfer.
4.
The Transferee has assumed all obligations and liabilities of the Transferor
under the contracts by virtue of the above transfer.
5.
The Transferee is in a position to fully perform all obligations as they may
exist under the contracts.
6.
It is consistent with WMATA’s interest to recognize the Transferee as the
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successor party to the contracts.
(b)
7.
Evidence of the above transfer has been filed with WMATA. [When a
change of name is also involved; e.g., a prior or concurrent change of the
Transferee’s name, an appropriate statement shall be inserted (see
example in paragraph (8) below)].
8.
A certificate dated _____________20_____, signed by the Secretary of State
of __________________ [insert State], to the effect that the corporate name
of _________________ was changed to ________________ on
________________ 20_________, has been filed with WMATA.
IN CONSIDERATION OF THESE FACTS, THE PARTIES AGREE THAT
BY THIS AGREEMENT1.
The Transferor confirms the transfer to the Transferee, and waives any claims
and rights against WMATA that it now has or may have in the future in
connection with these contracts.
2.
The Transferee agrees to be bound by and to perform each contract in
accordance withe the conditions contained in the contracts. The Transferee
also assumes all obligations and liabilities of, and all claims against, the
Transferor under the contracts as if the Transferee was the original party to
the contracts.
3.
The Transferee ratifies all previous actions taken by the Transferor with
respect to the contracts, with the same force and effect as if the action had
been taken by the Transferee.
4.
WMATA recognizes the Transferee as the Transferor’s successor in the
interest in and to the contracts. The Transferee by the Agreement becomes
entitled to all rights, titles, and interests of the Transferor in and to the
contracts as if the Transferee were the original party to the contracts.
Following, the effective date of this Agreement, the term “CONTRACTOR”
as used in the contracts, shall refer to the Transferee.
5.
Except as expressly provided in this Agreement, nothing in it shall be
construed as a waiver of any rights of WMATA against the Transferor.
6.
All payments and reimbursements previously made by WMATA to the
Transferor, and all other previous actions taken by WMATA under the
contracts, shall be considered to have discharged those parts of WMATA’s
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obligations under the contracts. All payments and reimbursements made by
WMATA after the date of this Agreement in the name of or to the Transferor
shall have the same force and effect as if made to the Transferee and shall
constitute a complete discharge of WMATA’s obligations under the
contracts, to the extent of the amounts paid or reimbursed.
7.
The Transferor and Transferee agree that WMATA is not obligated to pay or
reimburse either of them or otherwise give effect to any costs, taxes, or other
expenses, or any related increases, directly or indirectly arising out of or
resulting from the transfer or this Agreement, other than those that WMATA
in the absence of this transfer or Agreement would have been obligated to pay
or reimburse under the terms of the contracts.
8.
The Transferor guarantees payment of all liabilities and the performance of
all obligations that the Transferee (i) assumes under this Agreement; or (ii)
may undertake in the future should these contracts be modified under their
terms and conditions. The Transferor waives notice of, and consents to, any
such future modifications.
9.
The contracts shall remain in full force and effect, except as modified by this
Agreement. Each party has executed this Agreement as of the day and year
first above written.
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WASHINGTON METROPOLITAN AREA TRANSIT AUTHORITY,
By
______________________________________________________
Title
______________________________________________________
______________________________________________________
[insert previous Corporation name]
By
______________________________________________________
Title ______________________________________________________
[CORPORATE SEAL]
______________________________________________________
[insert current Corporation name]
By
_______________________________________________________
Title _______________________________________________________
[CORPORATE SEAL]
NOVATION AGREEMENT
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CERTIFICATE
I, ___________________________, certify that I am the Secretary of
__________________; that _____________________, who signed this Agreement
for this corporation, was then ____________________ of this corporation; and that
this Agreement was duly signed for and on behalf of this corporation by authority of
its governing body and within the scope of its corporate powers. Witness my hand
and the seal of this corporation this day of __________________ 20______.
By
_______________________________________________________
[CORPORATE SEAL]
CERTIFICATE
I, __________________________, certify that I am the Secretary of
__________________; that ____________________, who signed this Agreement for
this corporation, was then ___________________ of this corporation; and that this
Agreement was duly signed for and on behalf of this corporation by authority of its
governing body, and within the scope of its corporate powers. Witness my hand and
seal of this corporation this ate of ___________________ 20_____.
By _________________________________________________________
[CORPORATE SEAL]