Preparer Note (PN):
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NOVATION AGREEMENT
Transferor”), a corporation duly organized and existing under
The * (hereinafter referred to as “
Transferee”), a corporation duly organized and
胸片数据库the laws of *; the * (hereinafter referred to as “ existing under the laws of * with its principal office in *; and Los Alamos National Security, LLC,
a limited liability company duly organized and existing under the laws of Delaware, (hereinafter
LANS”), acting under its Prime Contract DE-AC52-06NA25396 with the National
referred to as “
Nuclear Security Administration of the United States Department of Energy, enter into this
Agreement as of the * day of *, 200*.
1. THE PARTIES AGREE TO THE FOLLOWING FACTS:
A. LANS has entered into certain purchase orders and/or subcontracts with the
Transferor, namely: *. The terms “purchase orders” and “subcontracts”, as used
in this Agreement, means the named purchase orders and subcontracts and all
other purchase orders and subcontracts, including all modifications, made
between LANS and the Transferor before the effective date of this Agreement,
whether or not performance and payment have been completed and releases
executed if LANS or the Transferor has any remaining rights duties, or
obligations under these purchase orders and subcontracts. Included in the terms
“purchase orders” and “subcontracts” are also all modifications made under the
terms and conditions of these purchase orders and subcontracts between LANS
and Transferee, on or after the effective date of this Agreement.
B. As of *, the Transferor has transferred to the Transferee all the assets of the
Transferor by virtue of a * between the Transferor and the Transferee.
C. The Transferee has acquired all the assets of the Transferor by virtue of the
above transfer.
D. The Transferee has assumed all obligations and liabilities of the Transferor under
the purchase orders/subcontracts by virtue of the above transfer.
E. The Transferee is in a position to fully perform all obligations that may exist under
the purchase orders/subcontracts.
F. It is consistent with LANS’ interest to recognize the Transferee as the successor
party to the purchase orders/subcontracts.
G. Evidence of the above transfer has been filed with LANS on *.
2. IN CONSIDERATION OF THESE FACTS, THE PARTIES AGREE THAT BY THIS
AGREEMENT
A. The Transferor confirms the transfer to the Transferee, and waives any claims
and rights against LANS that it now has or may have in the future in connection
with the purchase orders and subcontracts.
B. The Transferee agrees to be bound by and to perform each purchase order and
subcontract in accordance with the terms and conditions contained in the
purchase order or subcontract. The Transferee also assumes all obligations and
liabilities of, and all claims against, the Transferor under each purchase order
and subcontract as if the Transferee were the original party to the purchase order
and subcontract.
C. The Transferee ratifies all previous actions taken by the Transferor with respect
to the purchase orders and subcontracts, with the same force and effect as if the
actions had been taken by the Transferee.
D. LANS recognizes the Transferee as the Transferor’s successor in interest in and
to the purchase orders and subcontracts. The Transferee by this Agreement
becomes entitled to all rights, titles, and interests of the Transferor in and to the
purchase orders and subcontracts as if the Transferee were the original party to
the purchase orders and subcontracts. Following the effective date of this
Agreement, the terms “supplier” and “subcontractor” as used in purchase orders
and subcontracts, shall mean the Transferee.
E. Except as expressly provided in this Agreement, nothing in it shall be construed
as a waiver of any rights of LANS against the Transferor.
F. All payments and reimbursements previously made by LANS to the Transferor,
and all other previous actions taken by LANS under the purchase orders and
subcontracts, shall be considered to have discharged those parts of LANS`
obligations under the purchase orders and subcontracts. All payments and
reimbursements made by LANS 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 LANS’ obligations underua
the purchase orders and subcontracts, to the extent of the amounts paid or
reimbursed.
G. The Transferor and the Transferee agree that LANS is not obligated to pay or
reimburse either of them for, 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 LANS in the absence
of the transfer or this Agreement would have been obligated to pay or reimburse
under the terms of the purchase orders and subcontracts.
H. 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 subcontracts and orders be modified under
their terms and conditions. The Transferor waives notice of, and consents to, any
such future modifications.
I. The purchase orders and subcontracts shall remain in full force and effect,
except as modified by this Agreement.
Each party has executed this Agreement to be effective as of the day and year specified above. For LANS:
By:
Name:
Title:
For TRANSFEROR:
By:
Name:
Title:
For TRANSFEREE:
By:
Name:
Title:
CERTIFICATION
I, , certify that I am the Secretary of
Corporation; that , who signed this Novation Agreement for this Corporation, was then of this corporation; and that this Novation 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 the corporation this day of , 20
1-溴芘By
(Corporate Seal)
I, , certify that I am the Secretary of
Corporation; that , who signed this Novation Agreement for this Corporation, was then of this corporation; and that this Novation Agreement was duly signed for and on behalf of this corporation by authority of its governing
郑樟林body and within the scope of its corporate powers.
dat文件
Witness my hand and the seal of the corporation this day of , 20
By
(Corporate Seal)
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