Common use of ASSIGNMENT AND SUB-LETTING Clause in Contracts

ASSIGNMENT AND SUB-LETTING. 13.1 The Exhibition Designer shall, without delay following the execution of this Agreement, appoint the Sub- Consultants named in Appendix 1 to provide the Services briefly referred to therein or where no person is named in respect of any such Services, a person notified to the Client by the Exhibition Designer and approved in writing by the Client. Any such appointment shall be upon terms and conditions previously approved in writing by the Client. The Exhibition Designer shall not thereafter except with the prior written consent of the Client, which consent shall not be unreasonably withheld, and in accordance with this Clause 13.1, appoint any further or other Sub-Consultant for the provision of such Services or determine or vary the terms of appointment of any Sub-Consultant provided that the Exhibition Designer shall in the event of the termination of the appointment of any Sub-Consultant appoint a replacement Sub-Consultant without delay in accordance with the terms of this Clause 13.1. The Client shall not be obliged to make any payment to the Exhibition Designer under this Deed in respect of the Services performed by any Sub-Consultant not appointed in accordance with this Clause 13.1. The Exhibition Designer hereby acknowledges full responsibility for the performance of any of the Sub-Consultants of any of the Services. No appointment of a Sub- Consultant shall entitle the Exhibition Designer to any adjustment to the Fee. 13.2 The Exhibition Designer shall within 10 Working Days of a written request from the Client procure the execution and delivery to the Client of deeds of warranty in such form as agreed between the Exhibition Designer and the Client) by the Sub-Consultant, in favor of the Client and/or any person providing finance to the Client in connection with the Exhibition. 13.3 The Client shall be entitled to assign or transfer all or any of the benefit of this Agreement or all or any of its rights arising under or out of this Agreement at any time without the consent of the Exhibition Designer being required and the Client shall forthwith deliver notice of any such assignment or transfer to the Exhibition Designer. 13.4 The Exhibition Designer shall not purport to assign or transfer any right or obligations to any person without the Client’s prior written consent such consent not to be unreasonably withheld.

ASSIGNMENT AND SUB-LETTING. 13.1 2.1 The Exhibition Designer shall, without delay following Contractor shall not assign the execution of this Agreement, appoint the Sub- Consultants named in Appendix 1 to provide the Services briefly referred to Contract or any part thereof or any benefit or interest therein or where no person is named there under (other than a charge in respect favour of the Contractor's Bankers of any such Services, a person notified money due or to become due under this Contract) without the Client prior written consent of Employer. 2.2 The Contractor shall not sub-let the whole or part of the Works except where otherwise provided by the Exhibition Designer Contract, and approved in writing by the Client. Any such appointment shall be upon terms and conditions previously approved in writing by the Client. The Exhibition Designer shall not thereafter except even then only with the prior written consent of the Client, which consent Employer and such Consent if given shall not relieve the Contractor from any liability or obligation under the contract and he shall be unreasonably withheld, and in accordance with this Clause 13.1, appoint any further or other Sub-Consultant responsible for the provision of such Services or determine or vary the terms of appointment acts, defaults and neglects of any Sub-Consultant provided contractor, his agents, servants or workmen as fully as if they were the acts, defaultsor neglects of the Contractor, his agents, servants or workmen Provided always that the Exhibition Designer provision of labour on a piecework basis shall in not be deemed to be a sub- letting under this clause. 2.3 CONTRACTOR shall supervise and direct the event work of all SUB-CONTRACTORS and shallbe responsible for co-coordinating their work. If CONTRACTOR fails to correct, or commence to correct and execute the termination correction with due diligence of the appointment deficient or defectivework performed by any SUB-CONTRACTOR within reasonable time (provided it doesn‟t materially impact safe operation of plant), after receipt by CONTRACTOR of a notice from EMPLOYER with respect thereto. EMPLOYER may (but shall not be obligated to), after seven days following receipt by CONTRACTOR of an additional notice, and without prejudice to any Subother right or remedy take all reasonable steps to remedy such defective or deficient work at risk and cost of CONTRACTOR. 2.4 CONTRACTOR shall require all SUB-Consultant appoint a replacement Sub-Consultant without delay CONTRACTORS to perform in accordance with the terms relevant requirements of this Clause 13.1. The Client the CONTRACT including FINAL PROPOSAL, all APPLICABLE LAWS and APPLICABLE PERMITS, Prudent Utility Practice, Good Engineering Practices, the requirements of the NIT, and all Warranties of SUB-CONTRACTORS/SUBVENDORS and Manufacturers and all insurance policies relating to the PLANT or the WORK. 2.5 CONTRACTOR shall be solely responsible for paying each SUB-CONTRACTOR and anyother person to whom any amount is due from CONTRACTOR for services, equipment, construction equipment, materials or supplies otherwise related to the PLANT or the WORK. 2.6 CONTRACTOR shall take all reasonable steps and actions to ensure that such service, equipment, construction equipment, materials and supplies and the like have been or willbe received, inspected and approved and that such services have been or will be properlyperformed. 2.7 EMPLOYER shall not be obliged to make any payment to the Exhibition Designer under this Deed in respect deemed by virtue of the Services performed by CONTRACT to have any Subcontractual obligation to or relationship with any SUB-Consultant not appointed in accordance with this Clause 13.1. The Exhibition Designer hereby acknowledges full responsibility for the performance of any of the Sub-Consultants of any of the Services. No appointment of a Sub- Consultant shall entitle the Exhibition Designer to any adjustment to the FeeCONTRACTOR. 13.2 The Exhibition Designer shall within 10 Working Days of a written request from the Client procure the execution and delivery to the Client of deeds of warranty in such form as agreed between the Exhibition Designer and the Client) by the Sub-Consultant, in favor of the Client and/or any person providing finance to the Client in connection with the Exhibition. 13.3 The Client shall be entitled to assign or transfer all or any of the benefit of this Agreement or all or any of its rights arising under or out of this Agreement at any time without the consent of the Exhibition Designer being required and the Client shall forthwith deliver notice of any such assignment or transfer to the Exhibition Designer. 13.4 The Exhibition Designer shall not purport to assign or transfer any right or obligations to any person without the Client’s prior written consent such consent not to be unreasonably withheld.

ASSIGNMENT AND SUB-LETTING. 13.1 a) The Exhibition Designer shall, without delay following Contractor shall not assign the execution of this Agreement, appoint the Sub- Consultants named in Appendix 1 to provide the Services briefly referred to Contract or any part thereof or any benefit or interest therein or where no person is named thereunder (other than a charge in respect favour of the Contractor's Bankers of any such Services, a person notified money due or to become due under this Contract) without the Client prior written consent of Employer. b) The Contractor shall not sub-let the whole or part of the Works except where otherwise provided by the Exhibition Designer Contract, and approved in writing by the Client. Any such appointment shall be upon terms and conditions previously approved in writing by the Client. The Exhibition Designer shall not thereafter except even then only with the prior written consent of the Client, which consent Employer and such Consent if given shall not relieve the Contractor from any liability or obligation under the contract and he shall be unreasonably withheld, and in accordance with this Clause 13.1, appoint any further or other Sub-Consultant responsible for the provision of such Services or determine or vary the terms of appointment acts, defaults and neglects of any Sub-Consultant provided contractor, his agents, servants or workmen as fully as if they were the acts, defaults or neglects of the Contractor, his agents, servants or workmen Provided always that the Exhibition Designer provision of labour on a piecework basis shall in not be deemed to be a sub- letting under this clause. c) CONTRACTOR shall supervise and direct the event work of all SUB-CONTRACTORS and shall be responsible for co-coordinating their work. If CONTRACTOR fails to correct, or commence to correct and execute the termination correction with due diligence of the appointment deficient or defective work performed by any SUB-CONTRACTOR within reasonable time (provided it doesn‟t materially impact safe operation of plant), after receipt by CONTRACTOR of a notice from EMPLOYER with respect thereto. EMPLOYER may (but shall not be obligated to), after seven days following receipt by CONTRACTOR of an additional notice, and without prejudice to any Subother right or remedy take all reasonable steps to remedy such defective or deficient work at risk and cost of CONTRACTOR. d) CONTRACTOR shall require all SUB-Consultant appoint a replacement Sub-Consultant without delay CONTRACTORS to perform in accordance with the terms relevant requirements of this Clause 13.1. The Client the CONTRACT including FINAL PROPOSAL, all APPLICABLE LAWS and APPLICABLE PERMITS, Prudent Utility Practice, Good Engineering Practices, the requirements of the NIT, and all Warranties of SUB-CONTRACTORS/SUBVENDORS and Manufacturers and all insurance policies relating to the PLANT or the WORK. e) CONTRACTOR shall be solely responsible for paying each SUB-CONTRACTOR and any other person to whom any amount is due from CONTRACTOR for services, equipment, construction equipment, materials or supplies otherwise related to the PLANT or the WORK. f) CONTRACTOR shall take all reasonable steps and actions to ensure that such service, equipment, construction equipment, materials and supplies and the like have been or will be received, inspected and approved and that such services have been or will be properly performed. g) EMPLOYER shall not be obliged to make any payment to the Exhibition Designer under this Deed in respect deemed by virtue of the Services performed by CONTRACT to have any Subcontractual obligation to or relationship with any SUB-Consultant not appointed in accordance with this Clause 13.1. The Exhibition Designer hereby acknowledges full responsibility for the performance of any of the Sub-Consultants of any of the Services. No appointment of a Sub- Consultant shall entitle the Exhibition Designer to any adjustment to the FeeCONTRACTOR. 13.2 The Exhibition Designer shall within 10 Working Days of a written request from the Client procure the execution and delivery to the Client of deeds of warranty in such form as agreed between the Exhibition Designer and the Client) by the Sub-Consultant, in favor of the Client and/or any person providing finance to the Client in connection with the Exhibition. 13.3 The Client shall be entitled to assign or transfer all or any of the benefit of this Agreement or all or any of its rights arising under or out of this Agreement at any time without the consent of the Exhibition Designer being required and the Client shall forthwith deliver notice of any such assignment or transfer to the Exhibition Designer. 13.4 The Exhibition Designer shall not purport to assign or transfer any right or obligations to any person without the Client’s prior written consent such consent not to be unreasonably withheld.

ASSIGNMENT AND SUB-LETTING. 13.1 9.1 The Exhibition Designer shall, without delay following the execution of this Agreement, appoint the Sub- Consultants named in Appendix 1 to provide the Services briefly referred to therein or where no person is named in respect of any such Services, a person notified to the Client by the Exhibition Designer and approved in writing by the Client. Any such appointment shall be upon terms and conditions previously approved in writing by the Client. The Exhibition Designer Independent Certifier shall not thereafter except with assign its interest in this Deed or any part thereof nor any right arising hereunder to any person without the prior written consent of the Client, which consent shall not be unreasonably withheld, Counterparties and in accordance with this Clause 13.1, appoint any further or other Sub-Consultant for only then on terms expressly approved by the provision of such Services or determine or vary the terms of appointment of any Sub-Consultant provided that the Exhibition Designer shall in the event of the termination of the appointment of any Sub-Consultant appoint a replacement Sub-Consultant without delay in accordance with the terms of this Clause 13.1. The Client shall not be obliged to make any payment Counterparties and subject to the Exhibition Designer Independent Certifier’s obligations under this Deed remaining in respect full force and effect. 9.2 The Independent Certifier shall not without the prior consent of the Services performed by Counterparties sub- contract to any Sub-Consultant not appointed in accordance with this Clause 13.1. The Exhibition Designer hereby acknowledges full responsibility for person the performance of any of the SubIC Services and where the Counterparties give consent to the Independent Certifier sub-Consultants contracting any of its duties pursuant to this clause 9.2:- 9.2.1 the Independent Certifier shall be responsible for the breaches, acts, omissions, negligence or other default of any sub-consultant, its agents or employees appointed by the Independent Certifier as fully as if they were the breaches acts omissions negligence or other defaults of the Services. No appointment Independent Certifier, its agents or employees and such sub-contracting shall not modify release diminish or in any way effect the liabilities and/or obligations of a Sub- Consultant shall entitle the Exhibition Designer to any adjustment Independent Certifier under this Deed and/or at law or otherwise; 9.2.2 the remuneration payable to the Fee.Independent Certifier in accordance with clause 5 shall not be increased by any amount payable by the Independent Certifier to its sub-consultants; and 13.2 The Exhibition Designer 9.2.3 the Independent Certifier shall procure from any sub-contractor or sub- consultant engaged by the Independent Certifier for the performance of the IC Services collateral warranties substantially and materially in the form set out at Schedule 5 in favour of each Counterparty within 10 twenty (20) Working Days of a written request from any of the Client procure Counterparties. 9.3 Each of the execution and delivery Counterparties may at any time assign, charge or transfer its respective interests in this Deed and/or any rights arising hereunder (whether or not accrued) upon notice to the Client of deeds of warranty in Independent Certifier provided that not more than two such form as agreed between the Exhibition Designer and the Client) assignments by the Sub-Consultant, in favor of the Client and/or any person providing finance to the Client in connection with the Exhibition. 13.3 each Counterparty shall be permitted. The Client Independent Certifier shall not be entitled to assign or transfer all or contend that any of the benefit person to whom this agreement is assigned in accordance with this clause 9.3 is precluded from recovering under this Deed any loss incurred by such assignee resulting from any breach of this Agreement or all or any of its rights arising Deed (whenever happening) by reason that such person is an assignee and not a named party under or out of this Agreement at any time without the consent of the Exhibition Designer being required and the Client shall forthwith deliver notice of any such assignment or transfer to the Exhibition DesignerDeed. 13.4 The Exhibition Designer shall not purport to assign or transfer any right or obligations to any person without the Client’s prior written consent such consent not to be unreasonably withheld.

ASSIGNMENT AND SUB-LETTING. 13.1 2.1 The Exhibition Designer shall, without delay following Contractor shall not assign the execution of this Agreement, appoint the Sub- Consultants named in Appendix 1 to provide the Services briefly referred to Contract or any part thereof or any benefit or interest therein or where no person is named there under (other than a charge in respect favour of the Contractor's Bankers of any such Services, a person notified money due or to become due under this Contract) without the Client prior written consent of Employer. 2.2 The Contractor shall not sub-let the whole or part of the Works except where otherwise provided by the Exhibition Designer Contract, and approved in writing by the Client. Any such appointment shall be upon terms and conditions previously approved in writing by the Client. The Exhibition Designer shall not thereafter except even then only with the prior written consent of the Client, which consent Employer and such Consent if given shall not relieve the Contractor from any liability or obligation under the contract and he shall be unreasonably withheld, and in accordance with this Clause 13.1, appoint any further or other Sub-Consultant responsible for the provision of such Services or determine or vary the terms of appointment acts, defaults and neglects of any Sub-Consultant provided contractor, his agents, servants or workmen as fully as if they were the acts, defaultsor neglects of the Contractor, his agents, servants or workmen Provided always that the Exhibition Designer provision of labour on a piecework basis shall in not be deemed to be a sub- letting under this clause. 2.3 CONTRACTOR shall supervise and direct the event work of all SUB-CONTRACTORS and shallbe responsible for co-coordinating their work. If CONTRACTOR fails to correct, or commence to correct and execute the termination correction with due diligence of the appointment deficient or defectivework performed by any SUB-CONTRACTOR within reasonable time (provided it doesn’t materially impact safe operation of plant), after receipt by CONTRACTOR of a notice from EMPLOYER with respect thereto. EMPLOYER may (but shall not be obligated to), after seven days following receipt by CONTRACTOR of an additional notice, and without prejudice to any Subother right or remedy take all reasonable steps to remedy such defective or deficient work at risk and cost of CONTRACTOR. 2.4 CONTRACTOR shall require all SUB-Consultant appoint a replacement Sub-Consultant without delay CONTRACTORS to perform in accordance with the terms relevant requirements of this Clause 13.1. The Client the CONTRACT including FINAL PROPOSAL, all APPLICABLE LAWS and APPLICABLE PERMITS, Prudent Utility Practice, Good Engineering Practices, the requirements of the NIT, and all Warranties of SUB-CONTRACTORS/SUBVENDORS and Manufacturers and all insurance policies relating to the PLANT or the WORK. 2.5 CONTRACTOR shall be solely responsible for paying each SUB-CONTRACTOR and anyother person to whom any amount is due from CONTRACTOR for services, equipment, construction equipment, materials or supplies otherwise related to the PLANT or the WORK. 2.6 CONTRACTOR shall take all reasonable steps and actions to ensure that such service, equipment, construction equipment, materials and supplies and the like have been or willbe received, inspected and approved and that such services have been or will be properlyperformed. 2.7 EMPLOYER shall not be obliged to make any payment to the Exhibition Designer under this Deed in respect deemed by virtue of the Services performed by CONTRACT to have any Subcontractual obligation to or relationship with any SUB-Consultant not appointed in accordance with this Clause 13.1. The Exhibition Designer hereby acknowledges full responsibility for the performance of any of the Sub-Consultants of any of the Services. No appointment of a Sub- Consultant shall entitle the Exhibition Designer to any adjustment to the FeeCONTRACTOR. 13.2 The Exhibition Designer shall within 10 Working Days of a written request from the Client procure the execution and delivery to the Client of deeds of warranty in such form as agreed between the Exhibition Designer and the Client) by the Sub-Consultant, in favor of the Client and/or any person providing finance to the Client in connection with the Exhibition. 13.3 The Client shall be entitled to assign or transfer all or any of the benefit of this Agreement or all or any of its rights arising under or out of this Agreement at any time without the consent of the Exhibition Designer being required and the Client shall forthwith deliver notice of any such assignment or transfer to the Exhibition Designer. 13.4 The Exhibition Designer shall not purport to assign or transfer any right or obligations to any person without the Client’s prior written consent such consent not to be unreasonably withheld.