Novation Agreement – Sample List of Attachments
LIST OF ATTACHMENTS
1. An authenticated copy of the instrument effecting the transfer of assets; e.g. bill of sale, certificate of merger, contract, deed, agreement, or court decree. See Tab 1.
2. A list of all affected contracts and purchase orders remaining unsettled between the transferor and the Government, showing for each the (i) contract number and type, (ii) name and address of the contracting officer, (iii) total dollar value as amended, and (iv) remaining unpaid balance. See Tab 2.
3. A certified copy of each resolution of the corporate parties’ boards of directors authorizing the transfer of assets. See Tab 3.
4. A certified copy of the minutes of each corporate party’s stockholder meeting necessary to approve the transfer of assets. This is not included because a stockholders meeting was not required for either corporation. Necessary approval is contained in the Board of Directors’ Resolutions found in Tab 3.
5. An authenticated copy of the transferee’s certificate and articles of incorporation, if a corporation was formed for the purpose of receiving the assets involved in performing the Government contracts. This is not included because a new corporation was not formed for the purpose of receiving the assets.
6. The opinion of legal counsel for the transferor and transferee stating that the transfer was properly effected under applicable law and the effective date of transfer. See Tab 4.
7. Evidence of the transferee’s capability to perform the contracts. This is not included because it is not necessary.
8. Balance sheets of the transferor and transferee as of the dates immediately before and after the transfer of assets, certified for accuracy by independent accountants. This has not been provided because they are not prepared by the company in the ordinary course of business.
9. Evidence that any security clearance requirements have been met. This is not included because it is not necessary.
10. The consent of sureties on all contracts listed under subparagraph (2) above if bonds are required, or a statement from the transferor that none are required. This will be provided at a later time if required.