Assignment Agreement Template - Sample Page 17
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21or such other address or email address as the relevant party notifies to the other
parties, which change of address will only take effect if delivered and received in
accordance with this paragraph 11 and paragraph 12.
12
A notice so addressed will be deemed to have been received:
(a)
if personally delivered, at the time of delivery;
(b)
if sent by pre-paid first class post, recorded delivery or registered post, two
Business Days after the date of posting to the relevant address; and
(c)
if sent by electronic mail, at the time recorded on the computer of the
person to whom the electronic mail is addressed.
13
The Assignor and Assignee agree that once the Special Administrators have
countersigned this Transfer Notice and have agreed to be bound by the terms of
this Transfer Notice as agents for and on behalf of the Company and the Special
Administrators, including their firm, members, partners, directors, officers,
employees, agents, advisers or representatives shall not incur any personal
liability whatsoever in respect of:
(a)
any of the obligations undertaken by the Company; or
(b)
any failure on the part of the Company to observe, perform or comply with
any such obligations; or
(c)
any obligations under or in relation to associated arrangements or
negotiations or under any document or assurance made pursuant to this
Transfer Notice.
14
The exclusion of liability hereunder shall arise and continue notwithstanding the
termination of the agency of the Special Administrators and shall operate as a
waiver of any and all claims (including, but not limited to, claims in tort, equity
and common law as well as under the laws of contract), except where the
Company (or the Special Administrators) have acted in negligence, fraud of wilful
default.
15
Any person who is not a party to this Transfer Notice shall have no right (whether
under the Contracts (Rights of Third Parties) Act 1999 or otherwise) to enforce or
enjoy the benefit of any term of this Transfer Notice provided that the Special
Administrators shall be entitled to rely on paragraphs 5 to 8 inclusive and
paragraphs 13 to 15 inclusive of this Transfer Notice and the Special
Administrators' firm, members, partners, directors, officers, employees, agents,
advisers and representatives shall be entitled to rely on paragraphs 13 to 15
(inclusive), as if they were a party to it.
17
EUW_ACTIVE:38277121 763238.0003
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