Outline Construction Contractor Direct Agreement Page 12
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204.3
Information for consent to Novation
A novation in accordance with a Proposed Novation Notice shall be effective on the
date falling [5] Working Days after the Construction Contractor consents to that
novation in accordance with Clause 4.4 (the “Effective Novation Date”). The Lead
Authority shall promptly supply the Construction Contractor with such information as
the Construction Contractor reasonably requires to enable it to decide whether to grant
such consent, including (without limitation) the following information in relation to
the Proposed Substitute:
4.3.1 its name and registered address;
4.3.2 the names of its shareholders and the share capital held by each of them;
4.3.3 the names of its directors and secretary;
4.3.4 the manner in which it is proposed to finance the Proposed Substitute; and
4.3.5 such other information as may reasonably be required to satisfy the
Construction Contractor as to the matters listed in Clause 4.4.
4.4
Grant of Consent
4.4.1 The Construction Contractor may withhold or delay consent to a novation
only if:
(A)
the Lead Authority fails to demonstrate to the Construction
Contractor’s reasonable satisfaction the legal capacity, power and
authority of the Proposed Substitute to become a party to and perform
the obligations of the Contractor under the Construction Contract; or
(B)
the Lead Authority fails to demonstrate to the Construction
Contractor’s reasonable satisfaction that the financial resources and
technical competence available to the Proposed Substitute are
sufficient to perform the obligations under the Construction Contract;
or
(C)
the Proposed Substitute or any of the shareholders or financial backers
of the Proposed Substitute are persons with whom the Construction
Contractor is in dispute with where such dispute would be material in
the context of the taking over of such Construction Contract.
The Construction Contractor’s consent shall be deemed to have been given if
the Proposed Substitute is the Lead Authority, B&HCC or ESCC.
4.4.2 The Construction Contractor shall notify the Lead Authority in writing within
[10] Working Days of receipt of a Proposed Novation Notice or receipt of all
information required under Clause 4.3 (whichever is the later) whether it has
decided to grant such consent to the Proposed Substitute. If the Construction
Contractor does not consent in accordance with Clause 4.4.1, the Proposed
Novation Notice shall be deemed withdrawn. If the Construction Contractor
fails to respond to the Proposed Novation Notice within the period specified
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