Assignment Agreement Template - Sample Page 6
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211.3
Agreed Terms prevail
If there is any inconsistency between these Terms and Conditions and the Agreed
Terms, the Agreed Terms shall prevail.
1.4
Third Party Rights
A person who is not a Party to this Assignment has no rights under the Contracts
(Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term
of this Assignment.
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ASSIGNMENT
2.1
Consents
2.1.1
The Assignment is conditional upon: (i) the obtaining of all necessary
consents or other documents required to allow such Assignment to be
effected and (ii) the approval of the Special Administrators, as
evidenced by a Claims Transfer Acknowledgement.
2.1.2
Each Party undertakes to the other Party that it will not object to the
assignment or take any action or make any omission after the service of
the Transfer Notice that may result in the rejection of the assignment by
the Special Administrators, cause delay or refusal of the Claims
Transfer Acknowledgement by the Special Administrators, or that may
result in the assignment hereunder being made void.
2.2
Undertaking and Payment
2.2.1
The Assignee agrees:
(a)
that, on the Effective Date it shall accept the assignment of the
Assigned Assets; and
(b)
that, on and from the Effective Date it shall assume, perform
and comply with (vis-a-vis the Assignor and the Special
Administrators) the Assumed Obligations under the Claim as if
were originally a party to the underlying obligations.
2.2.2
Each Party agrees to pay to the other Party the Settlement Amount
within [two/three] Business Days of receipt by the Assignee of the
Claims Transfer Acknowledgement.
2.3
Completion
Subject to compliance with all of the other conditions set out in this Assignment
and in the Agreed Terms, completion of the transaction shall take effect on
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EUW_ACTIVE:38277121 763238.0003
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