Assignment, novation and Sub-contracting Sample Clauses
The "Assignment, novation and Sub-contracting" clause governs how rights and obligations under a contract may be transferred or delegated to third parties. It typically outlines whether a party can assign its interests, transfer the entire contract (novation), or subcontract specific duties, often requiring prior written consent from the other party. This clause ensures that all parties maintain control over who is involved in the contract and helps prevent unwanted or unapproved changes in responsibility, thereby protecting the interests of the original contracting parties.
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Assignment, novation and Sub-contracting. 29.1 The Supplier shall not, except where Clause 29.2 of this Schedule 2 of these Call-off Terms and Conditions applies, assign, Sub-contract, novate, create a trust in, or in any other way dispose of the whole or any part of this Contract without the prior consent in writing of the Authority such consent not to be unreasonably withheld or delayed. If the Supplier Sub-contracts any of its obligations under this Contract, every act or omission of the Sub-contractor shall for the purposes of this Contract be deemed to be the act or omission of the Supplier and the Supplier shall be liable to the Authority as if such act or omission had been committed or omitted by the Supplier itself.
29.2 Notwithstanding Clause 29.1 of this Schedule 2 of these Call-off Terms and Conditions, the Supplier may assign to a third party (“Assignee”) the right to receive payment of any sums due and owing to the Supplier under this Contract for which an invoice has been issued. Any assignment under this Clause 29.2 of this Schedule 2 of these Call- off Terms and Conditions shall be subject to:
29.2.1 the deduction of any sums in respect of which the Authority exercises its right of recovery under Clause 9.8 of this Schedule 2 of these Call-off Terms and Conditions;
29.2.2 all related rights of the Authority in relation to the recovery of sums due but unpaid;
29.2.3 the Authority receiving notification of the assignment and the date upon which the assignment becomes effective together with the Assignee’s contact information and bank account details to which the Authority shall make payment;
29.2.4 the provisions of Clause 9 of this Schedule 2 of these Call-off Terms and Conditions continuing to apply in all other respects after the assignment which shall not be amended without the prior written approval of the Authority; and
29.2.5 payment to the Assignee being full and complete satisfaction of the Authority’s obligation to pay the relevant sums in accordance with this Contract.
29.3 Any authority given by the Authority for the Supplier to Sub-contract any of its obligations under this Contract shall not impose any duty on the Authority to enquire as to the competency of any authorised Sub-contractor. The Supplier shall ensure that any authorised Sub-contractor has the appropriate capability and capacity to perform the relevant obligations and that the obligations carried out by such Sub-contractor are fully in accordance with this Contract.
29.4 Where the Supplier enters into a Sub...
Assignment, novation and Sub-contracting. 28.1 The Supplier shall not, except where Clause 28.2 of this Schedule 2 applies, assign, Sub-contract, novate, create a trust in, or in any other way dispose of the whole or any part of this Contract without the prior consent in writing of the Authority such consent not to be unreasonably withheld or delayed. If the Supplier Sub-contracts any of its obligations under this Contract, every act or omission of the Sub-contractor shall for the purposes of this Contract be deemed to be the act or omission of the Supplier and the Supplier shall be liable to the Authority as if such act or omission had been committed or omitted by the Supplier itself.
Assignment, novation and Sub-contracting. 26.1 The Provider shall not be entitled to assign, novate or otherwise dispose of or create any trust in relation to any or all of its rights and obligations under the Agreement without the prior written consent of the Authority.
26.2 The Provider shall not be entitled to sub-contract the provision of the Services or any part thereof without the previous written consent of the Authority which consent shall not be unreasonably withheld.
26.3 In the event that any part of the Agreement is sub-contracted the Provider hereby warrants that it:
26.3.1 it shall pay all invoices issued to it by its sub-contractor(s) within 30 days of receipt of a valid invoice; and
26.3.2 it will make it a term of any contract entered into with a sub-contractor that the sub-contractor complies with the terms of the Agreement.
Assignment, novation and Sub-contracting. 32.1 The Supplier shall not assign, Sub-contract, novate, create a trust in, or in any other way dispose of the whole or any part of this Framework Agreement without the prior consent in writing of the Authority, such consent not to be unreasonably withheld or delayed. If the Supplier Sub-contracts any of its obligations under this Framework Agreement, every act or omission of the Sub- contractor shall for the purposes of this Framework Agreement be deemed to be the act or omission of the Supplier and the Supplier shall be liable to the Authority as if such act or omission had been committed or omitted by the Supplier itself.
32.2 Any authority given by the Authority for the Supplier to Sub-contract any of its obligations under this Framework Agreement shall not impose any duty on the Authority to enquire as to the competency of any authorised Sub-contractor. The Supplier shall ensure that any authorised Sub-contractor has the appropriate capability and capacity to perform the relevant obligations and that the obligations carried out by such Sub-contractor are fully in accordance with this Framework Agreement.
32.3 Where the Authority considers the grounds for exclusion under Regulation 57 of the Regulations apply to any Sub-contractor then:
32.3.1 if the Authority finds there are compulsory grounds for exclusion, the Supplier shall ensure, or shall procure, that such Sub-contractor is replaced or not appointed; or
32.3.2 if the Authority finds there are non-compulsory grounds for exclusion, the Authority may require the Supplier to ensure, or to procure, that such Sub-contractor is replaced or not appointed and the Supplier shall comply with such a requirement.
32.4 The Authority shall upon written request have the right to review any Sub- contract entered into by the Supplier in respect of the provision of the Goods and the Supplier shall provide a certified copy of any Sub-contract within five
Assignment, novation and Sub-contracting. 19.1 The Licensee shall not assign, novate or otherwise dispose of or create any trust in relation to any or all of its rights and obligations under this Agreement without the prior written consent of the LAA save that the Licensee shall be entitled to assign its interest under this Agreement to any subsidiary or holding company, or any subsidiary of such holding company.
19.2 The LAA may:
19.2.1 assign, novate or otherwise dispose of any or all of its rights and obligations under this Agreement and to any other Contracting Authority; or
19.2.2 novate this Agreement to any other body which substantially performs any of the functions that previously had been performed by the LAA.
19.3 The Licensee may not sub-contract all or any part of its obligations under this Agreement without the LAA’s prior written consent.
Assignment, novation and Sub-contracting. 21.1 The Customer may not assign, licence, subcontract or otherwise purport to grant rights over or transfer the benefit of, or hold on trust for any person, or in any manner make over all or any of its rights or obligations under this Agreement without the prior written consent of ▇▇▇▇▇▇▇ Associates.
21.2 ▇▇▇▇▇▇▇ Associates may assign, novate, transfer, sub-contract or in any other manner make over all or any part of its rights and/or obligations under this Agreement to any third party service provider appointed by ▇▇▇▇▇▇▇ Associates from time to time. At the time of the assignment, novation, transfer or sub-contract, the Customer shall take such steps as ▇▇▇▇▇▇▇ Associates may reasonably require to achieve those steps.
Assignment, novation and Sub-contracting. 28.1 Subject to Clauses 28.2 to 28.4 below, and save as expressly provided in this Contract, neither Party may assign, charge or dispose of (whether in whole or in part) any of its rights or obligations under this Contract.
28.2 Each Party may assign all or any part of its rights and obligations hereunder to a statutory successor.
28.3 Neither Party may assign, transfer, mortgage, charge, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Contract to another body only without the prior written consent of the other Party (such consent not to be unreasonably withheld, delayed or conditioned).
28.4 The Supplier may sub-contract the whole or any part or parts of the Services with the prior written consent of the Customer (such consent not to be unreasonably withheld or delayed).
Assignment, novation and Sub-contracting. C.10.1. The Contractor shall not, without the prior written consent of MIMOS, assign or novate or sub-contract this Contract, or assign, mortgage, charge or encumber any of the moneys due or becoming due under the Contract, or delegate any obligation, or assign any other benefit howsoever arising, or which may arise, under the Contract.
C.10.2. For any sub-contractors approved by MIMOS pursuant to Clause C.10.1, the Contractor shall be responsible for the acts, defaults and neglects of such sub-contractors and its personnel as fully as if they were the acts, defaults or neglects of the Contractor or its personnel. Any consent given by MIMOS for any sub-contractor shall not relieve the Contractor from any liability or obligation under this Contract.
C.10.3. The Contractor shall not alter or terminate any approved sub-contract without the prior consent in writing of MIMOS. Such consent shall not relieve the Contractor of any liability or obligation under the Contract.
C.10.4. MIMOS reserves the right to assign or novate the Contract without prior approval of the Contractor, to any Affiliate of MIMOS, or any person or entity which acquires substantially all of the business and assets of the division of MIMOS which operates the System. The Contractor shall execute all documents as MIMOS may reasonably request to perfect any such assignment or novation. Such right to assignment shall include the right to assign, novate or transfer all licenses granted under this Contract. Without prejudice to the first sentence of this Clause C.10.4, MIMOS may, upon the prior written consent of the Contractor, which consent shall not be unreasonably withheld, assign or novate the Contract or sub-contract or sublet the whole or any part of the benefit of the Contract to any third party.
C.10.5. The Contractor acknowledges that MIMOS may be required to assign this Contract to its financiers as security for any credit facilities granted to MIMOS. The Contractor hereby consents to such assignment and agrees to reasonably cooperate with the financier to meet the financier’s financing requirements.
C.10.6. Any assignment, mortgage, charge, encumbrance, sub-contract, alteration or termination in contravention of this Clause shall, as against MIMOS, be void and of no effect, and may be ignored by MIMOS.
Assignment, novation and Sub-contracting. 26.3.1. You cannot assign, transfer or novate the Agreement or any of your rights or obligations under it, whether directly or by operation of law.
26.3.2. You may, subject to our prior written consent, use a subcontractor or agent in respect of the performance of your obligations under the Agreement (such consent may reasonably be withdrawn by us at any time). You will be responsible for ensuring that any such subcontractor or agent complies with the relevant terms of the Agreement.
26.3.3. You are liable for the acts or omissions of any agent, subcontractor, Affiliate or employee of yours (whether or not we have provided consent in accordance with section 26.3.2 in connection with the performance of your obligations under the Agreement or in relation to any Transaction or Chargeback.
26.3.4. Elavon can on written notice assign, novate or otherwise transfer, either in whole or in part the Agreement. You agree to enter into any documents as Elavon may require in order to evidence such assignment, novation or other transfer. Notwithstanding the foregoing, ▇▇▇▇▇▇ is entitled to: (i) assign any and all receivables arising out of the Agreement to a third party for financing or refinancing purposes; or (ii) to transfer (e.g., by sub-participation) the economic risk of the receivables arising out of the Agreement to a third party. In case of such assignment or transfer, ▇▇▇▇▇▇ may, subject to section 17, disclose and transmit to any such third party all information about you and the Agreement relevant for or required by the third party in connection with such assignment or transfer.
Assignment, novation and Sub-contracting. 28.1 The Supplier shall not assign, Sub-contract, novate, create a trust in, or in any other way dispose of the whole or any part of this Framework Agreement without the prior consent in writing of the Authority, such consent not to be unreasonably withheld or delayed. If the Supplier Sub-contracts any of its obligations under this Framework Agreement, every act or omission of the Sub-contractor shall for the purposes of this Framework Agreement be deemed to be the act or omission of the Supplier and the Supplier shall be liable to the Authority as if such act or omission had been committed or omitted by the Supplier itself.