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The Novation And Amendment Agreement is a crucial legal instrument used when parties need to both transfer contractual obligations and modify existing agreement terms under Belgian law. This document type is commonly employed in scenarios such as corporate restructuring, assignment of contracts, debt refinancing, or when business relationships need to be reorganized. It addresses two distinct legal objectives: the novation (substitution of a new obligation for an existing one) and the amendment of original contract terms. The agreement must comply with Belgian civil law requirements regarding contract modification and transfer of obligations, including specific formalities for valid novation. It's particularly important in complex commercial transactions where the original contractual relationship needs to be substantially modified while also transferring rights or obligations to a new party. The document includes detailed provisions about the timing and mechanics of the novation, the specific amendments to the original agreement, and the respective rights and obligations of all parties involved.

1. Parties: Identification of all parties: original creditor, original debtor, and new party

2. Background: Context of the original agreement, reason for novation/amendment, and brief description of what is being novated/amended

3. Definitions: Definitions of key terms, including 'Original Agreement', 'Effective Date', 'Novated Rights and Obligations', etc.

4. Interpretation: Rules for interpreting the agreement, including relationship with Original Agreement

5. Novation: Core provisions regarding the transfer of rights and obligations, extinction of original obligations, and creation of new obligations

6. Amendments to Original Agreement: Specific amendments being made to the Original Agreement terms

7. Effective Date and Conditions Precedent: When the novation and amendments take effect and any conditions that must be met

8. Representations and Warranties: Key statements of fact and promises by each party

9. Release and Discharge: Provisions releasing the outgoing party from obligations and specifying any retained liabilities

10. Further Assurance: Obligations to execute further documents or take additional actions if needed

11. Costs: Allocation of costs related to the novation and amendment

12. Governing Law and Jurisdiction: Confirmation of Belgian law governance and jurisdiction for disputes

13. Execution: Signature blocks and execution formalities