THIS NOVATION AGREEMENT is made this day of , 20..
between
(1) …. (NRIC NO: …) of …………….
and
(2) ……… (NRIC NO: …) of ………….
(hereinafter collectively referred to as “the Vendors”) of the one part;
and
…….. (COMPANY NO: ……..) a company incorporated in Malaysia and having its registered office at ……… (hereinafter referred to as “the Purchaser”) of the second part;
and
…….. (COMPANY NO: …) a company incorporated in Malaysia and having its registered office at …….. (hereinafter referred to as “the New Party”) of the third part.
WHEREAS:-
1. By an Share Sale Agreement in writing dated the ….. made between the Vendors of the one part and the Purchaser of the other part (hereinafter referred to as “the Share Sale Agreement”) the Vendors agreed to sell and the Purchaser agreed to purchase …. issued and fully paid ordinary shares of RM1.00 each (hereinafter referred to as “the Sale Shares”) in the capital of the company, known as (Company No: …) (hereinafter referred to as “the Company”) a private limited company incorporated in Malaysia under the Companies Act 1965 and having its registered office at …. upon the terms and conditions set out therein.
A copy of the Share Sale Agreement is annexed hereto as “Appendix A” and the contents of the Share Sale Agreement is acknowledged by the parties hereto
2. The Purchaser has made an advance payment of Ringgit Malaysia … (RM…) to the Vendors upon the execution of the Share Sale Agreement, the receipt whereof the Vendor acknowledges, and upon terms and conditions as contained in the Share Sale Agreement.
3. The Purchaser is desirous of novating all its rights, benefits, interest and obligations in the Share Sale Agreement to the New Party, who is a wholly owned subsidiary of the Purchaser.
4. The Vendors have at the request of the Purchaser consented to the novation of the Share Sale Agreement as aforesaid upon the terms of the New Party undertaking to perform and be bound by the terms of the Share Sale Agreement.
5. The Recitals hereinabove shall be taken, read and construed as an essential part of this Agreement.
NOW IT IS HEREBY AGREED as follows:-
1. The Vendors and the Purchaser agree that the 1st definition in Section 1.1 of the Share Sale Agreement shall be amended to read as follows:-
“Accounts Date” means as at………..
2. The New Party undertakes to perform the Share Sale Agreement as from the date hereof and to be bound by the terms of the Share Sale Agreement in every way as if the New Party were a party to the Share Sale Agreement in place of the Purchaser.
3. The Vendors hereby releases and discharges the Purchaser from all claims and demands whatsoever in respect of the Share Sale Agreement and accepts the obligation of the New Party to perform the Share Sale Agreement in lieu of the obligation(s) of the Purchaser and agree to be bound by the terms of the Share Sale Agreement in every way as if the New Party were named in the Share Sale Agreement as a party thereto in place of the Purchaser.
4. In elaboration but not in derogation of paragraph 2 and 3 hereinabove, the parties hereto agree that the New Party shall be responsible for and the New Party hereby undertakes all the obligations and/or act/s and/or omissions of the Purchaser which arose or accrued after the execution of the Share Sale Agreement.
5. This Agreement is supplemental to the Share Sale Agreement . Words and expressions defined in the Share Sale Agreement, unless otherwise defined herein, shall have the same meaning in this Agreement and the rules for the construction of the Share Sale Agreement shall apply equally to this Agreement.
6. The Purchaser hereby covenants to and with the Vendors that the New Party shall remain its subsidiary until the Completion of the Share Sale Agreement.
7. Each party hereto shall bear their own costs incidental to the preparation of this Agreement. The stamping fees, however, are to borne equally between the Purchaser and the New Party.
9. This Agreement shall be binding upon the successors in title and lawful assigns of the parties hereto.
IN WITNESS WHEREOF the parties hereto have hereunto set their hands on the day and year first above written.
The Vendors
SIGNED by )
)
(NRIC NO: ) )
in the presence of:- )
SIGNED by )
)
)
(NRIC NO: )
in the presence of:- )
The Purchaser
SIGNED by )
For and on behalf of )
……………………….. BERHAD )
(Company No. ) )
in the presence of:- )
The New Party
SIGNED by )
For and on behalf of )
………………………………………….. SDN BHD )
(Company No. ) )
in the presence of:- )
