Novation Agreement - Parent and Subsidiary

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This Novation Agreement (Parent and Subsidiary) is between a parent company and a subsidiary which is being dissolved. In this agreement the parent company agrees to assume all obligations and liabilities of the subsidiary.

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This Novation Agreement (Parent and Subsidiary) is between a parent company and a subsidiary of that company which will be dissolved. Under this agreement the parent company agrees to assume all obligations of its subsidiary. This agreement sets out the relevant terms including the identity of any agreements which the parent will assume and amount of all obligations. It is imperative that this agreement be clearly set forth in writing. A well-written Novation Agreement (Parent and Subsidiary) will prove invaluable in the event there are future disagreements or misunderstandings regarding the obligations or liabilities assumed by the parent company.

This Novation Agreement (Parent and Subsidiary) contains the following:
  • Parties: Sets forth the names of both the parent corporation and its subsidiary which will be dissolved;
  • Assumption: Sets forth the name of any obligations which the parent will assume, including the date and amount;
  • Signatures: This agreement must be signed by a representative of the subsidiary, parent company and any creditor whose obligation is assumed.

Protect your rights and your property by using our attorney-prepared forms.

This attorney-prepared packet contains:
  1. General Instructions
  2. Novation Agreement (Parent and Subsidiary)
State Law Compliance: This form complies with the laws of all states
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.
 
 
Novation Agreement
(Parent and Subsidiary)

 

 

THIS AGREEMENT made as of [Date (ie. July 31, 2002)]
B E T W E E N:
[NAME OF SUBSIDIARY] a corporation under the laws of the State of [State (ie. California)]
(the "Subsidiary")
- and -
[NAME OF PARENT] a corporation under the laws of the State of [State (ie. California)]
("Parent")
- and -
[NAME OF CREDITOR] a corporation under the laws of the State of [State (ie. California)]
("Creditor")
WHEREAS:
(A)   The Subsidiary is a wholly-owned subsidiary corporation of the Parent;
(B)   The Subsidiary has resolved to dissolve, and as incidental thereto to transfer its remaining property, assets and undertaking to the Parent;
(C)   The Parent has agreed to assume all obligations and liabilities of the Subsidiary, including, without limitation, the liability of the Subsidiary to the Creditor;
NOW THEREFORE in consideration of the recitals, the mutual covenants hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:
1.   The Parent hereby assumes and undertakes to perform and discharge all obligations and liabilities of the Subsidiary to the Creditor, including, without limiting the generality of the foregoing, the liability of the Subsidiary to the Creditor pursuant to a [Name of Agreement Creating Obligation (ie. Loan Agreement)] dated [Date of Agreement Creating Obligation] (collectively the "Obligations").
2.   The Parent hereby undertakes to fully and completely honour the terms and conditions of the Obligations.
3.   In consideration of the foregoing, the Creditor hereby consents to the dissolution of the Subsidiary and hereby forever releases and discharges the Subsidiary in respect of any and all claims which the Creditor has or may have, now or in the future, whether arising in respect of the Obligations or otherwise.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first above written.
 
 
[NAME OF SUBSIDIARY]
 
 
 
 
Per:
 
 
 
 
Name:   
Title:   
 
 
 
[NAME OF PARENT]
 
 
 
 
Per:
 
 
 
 
Name:   
Title:   
 
 
 
[NAME OF CREDITOR]
 
 
 
 
Per:
 
 
 
 
Name:   
Title:   
 
Number of Pages4
DimensionsDesigned for Letter Size (8.5" x 11")
EditableYes (.doc, .wpd and .rtf)
UsageUnlimited number of prints
Product number#28634
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.
 
 
Novation Agreement
(Parent and Subsidiary)

 

 

THIS AGREEMENT made as of [Date (ie. July 31, 2002)]
B E T W E E N:
[NAME OF SUBSIDIARY] a corporation under the laws of the State of [State (ie. California)]
(the "Subsidiary")
- and -
[NAME OF PARENT] a corporation under the laws of the State of [State (ie. California)]
("Parent")
- and -
[NAME OF CREDITOR] a corporation under the laws of the State of [State (ie. California)]
("Creditor")
WHEREAS:
(A)   The Subsidiary is a wholly-owned subsidiary corporation of the Parent;
(B)   The Subsidiary has resolved to dissolve, and as incidental thereto to transfer its remaining property, assets and undertaking to the Parent;
(C)   The Parent has agreed to assume all obligations and liabilities of the Subsidiary, including, without limitation, the liability of the Subsidiary to the Creditor;
NOW THEREFORE in consideration of the recitals, the mutual covenants hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:
1.   The Parent hereby assumes and undertakes to perform and discharge all obligations and liabilities of the Subsidiary to the Creditor, including, without limiting the generality of the foregoing, the liability of the Subsidiary to the Creditor pursuant to a [Name of Agreement Creating Obligation (ie. Loan Agreement)] dated [Date of Agreement Creating Obligation] (collectively the "Obligations").
2.   The Parent hereby undertakes to fully and completely honour the terms and conditions of the Obligations.
3.   In consideration of the foregoing, the Creditor hereby consents to the dissolution of the Subsidiary and hereby forever releases and discharges the Subsidiary in respect of any and all claims which the Creditor has or may have, now or in the future, whether arising in respect of the Obligations or otherwise.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first above written.
 
 
[NAME OF SUBSIDIARY]
 
 
 
 
Per:
 
 
 
 
Name:   
Title:   
 
 
 
[NAME OF PARENT]
 
 
 
 
Per:
 
 
 
 
Name:   
Title:   
 
 
 
[NAME OF CREDITOR]
 
 
 
 
Per:
 
 
 
 
Name:   
Title:   
 

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