MERGERS, ACQUISITIONS, NOVATIONS, AND CHANGE-OF-NAME AGREEMENTS Sample Clauses

MERGERS, ACQUISITIONS, NOVATIONS, AND CHANGE-OF-NAME AGREEMENTS. ‌ The Anti-Assignment of Contracts Act, 41 USC § 15, (Anti-Assignment Act) prohibits the transfer of any interest in a federal contract to another party unless an exception applies. Therefore, the Master Contract, standing alone, is not a commodity that can be bought, sold or assigned to a brokerage firm or any third-party agent so to arrange transactions between a buyer and a seller of standalone Government contracts. There are conditions, however, where the Government may still recognize a successor-in-interest who, due to certain transfers, is in a position to continue performance in place of the original party to the Government contract. For example, through a (1) Novation Agreement where the sale of all Contractor’s assets, or the entire portion of the assets involved in performing the Master Contract, including any open Task Orders, has occurred. An Assignment that would otherwise be considered ineffective, may be given effect via a novation agreement that substitutes successor-in-interest as the contractor, while requiring that the original party remain obligated for performance. Another example of an exception to the Anti-Assignment Act is through (2) Operation of Law, such as when the Contractor’s interest in the contract is transferred as a result of a stock purchase or bankruptcy order. These exceptions are further discussed below: Novation: The Contractor (Transferor) must always obtain the Government's consent and approval for a Novation, including the Government’s approval of the Acquiring Contractor (Transferee). Although the Transferor and the Transferee may have negotiated their corporate terms and conditions for the terms of assignment or assumption of responsibilities relating to the Government Contract, and agreed to execute a Novation Agreement substantially in conformance with the regulatory requirement, the Novation is not automatically approved by the Government. There are no entitlements or guarantees that the Government must or will consent to any request for Novation. FAR 42.12 describes the procedures necessary to request that the Government recognize a successor in interest to a contract. There are also additional due diligence procedures that GSA may impose, including an evaluation of the Transferee’s technical capabilities, accounting systems, relevant past contract performance, financial capacity, and other Responsibility factors. From the time, the Government receives a completed Novation package request from the Transferor...
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MERGERS, ACQUISITIONS, NOVATIONS, AND CHANGE-OF-NAME AGREEMENTS. If a Contractor merges, is acquired, or recognizes a successor in interest to Government contracts when Contractor assets are transferred; or, recognizes a change in a Contractor’s name; or, executes novation agreements and change-of-name agreements by a CO other than the OASIS CO, the Contractor must notify the OASIS CO and provide a copy of the novation or other any other agreement that changes the status of the Contractor. This notification, if applicable, applies once to the OASIS CO and not for each Pool the Contractor has an award under. If requesting a novation by the OASIS CO, the following information shall govern the request and be taken into consideration before requesting the novation: The law (41 U.S.C. 6305) prohibits transfer of Government contracts from an awardee to a third party. However, the Government may, when in its interest, novate an awardee's contract to a third party when there is a transfer of:
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MERGERS, ACQUISITIONS, NOVATIONS, AND CHANGE-OF-NAME AGREEMENTS. If a Contractor merges, is acquired, or recognizes a successor in interest to Government contracts when Contractor assets are transferred, or, recognizes a change in a Contractor’s name, or executes novation agreements and change- of-name agreements by a Contracting Officer other than the USV FoS Procuring Contracting Officer (PCO) the Contractor must notify the USV FoS PCO and provide a copy of the novation or any other agreement that changes the status of the Contractor, including the new DUNS/CAGE code numbers, within thirty (30) days. The Contractor may not submit DO/TO proposals under the new company name until a contract modification has made the change effective. The Contractor, either through its parent, affiliates, subsidiaries, business units, etc. is permitted to hold one USV FoS MAC in total. The IDIQ-MAC is not a tangible item and may not be sold. If two or more IDIQ-MACs are acquired by a single USV FoS awardee either via a merger or acquisition, the successor in interest will recognize only one existing USV FoS MAC, all DO/TO from the acquired IDIQ-MAC shall be novated to the successor in interest, and the additional IDIQ-MAC shall be terminated for convenience at no cost to the Government. If a Contractor has legally changed its business name, “doing business as” name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in FAR Subpart 42.12, the Contractor shall provide the USV FoS PCO written notification of its intention to (a) change the name in the XXX database;
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MERGERS, ACQUISITIONS, NOVATIONS, AND CHANGE-OF-NAME AGREEMENTS. If a Contractor merges, is acquired or recognizes a successor in interest to Government contracts when Contractor assets are transferred; or, recognizes a change in a Contractor’s name; or, executes novation agreements and change-of-name agreements by a CO other than the HCaTS SB CO, the Contractor shall notify the HCaTS SB CO and provide a copy of the novation or other agreement that changes the status of the Contractor. This notification, if applicable, applies once, sent to the HCaTS SB CO, and not for each HCaTS SB contract.
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MERGERS, ACQUISITIONS, NOVATIONS, AND CHANGE-OF-NAME AGREEMENTS. The Anti-Assignment of Contracts Act, 41 USC § 15, (Anti-Assignment Act) prohibits the transfer of any interest in a federal contract to another party unless an exception applies. Therefore, the Master Contract, standing alone, is not a commodity that can be bought, sold or assigned to a brokerage firm or any third party agent so to arrange transactions between a buyer and a seller of standalone Government contracts. There are conditions, however, where the Government may still recognize a successor-in-interest who, due to certain transfers, is in a position to continue performance in place of the original party to the Government contract. For example, through a (1) Novation Agreement where the sale of all Contractor’s assets, or the entire portion of the assets involved in performing the Master Contract, including any open Task Orders, has occurred. An Assignment that would otherwise be considered ineffective, may be given effect via a novation agreement that substitutes successor-in-interest as the contractor, while requiring that the original party remain obligated for performance. Another example of an exception to the Anti- Assignment Act is through (2) Operation of Law, such as when the Contractor’s interest in the contract is transferred as a result of a stock purchase or bankruptcy order. These exceptions are further discussed below:
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Related to MERGERS, ACQUISITIONS, NOVATIONS, AND CHANGE-OF-NAME AGREEMENTS

  • Mergers and Acquisitions The Borrower will not, and will not permit any of its Subsidiaries to, become a party to any merger or consolidation, or agree to or effect any asset acquisition or stock acquisition (other than the acquisition of assets in the ordinary course of business consistent with past practices) except the merger or consolidation of one or more of the Subsidiaries of the Borrower with and into the Borrower, or the merger or consolidation of two or more Subsidiaries of the Borrower.

  • Mergers, Reorganizations and Equity Transfers Each of the Company and any Sponsor Affiliates acknowledges that any mergers, reorganizations or consolidations of the Company and such Sponsor Affiliates may cause the Project to become ineligible for negotiated fees in lieu of taxes under the FILOT Act absent compliance by the Company and such Sponsor Affiliates with the Transfer Provisions; provided that, to the extent provided by Section 12-44- 120 of the FILOT Act or any successor provision, any financing arrangements entered into by the Company or any Sponsor Affiliates with respect to the Project and any security interests granted by the Company or any Sponsor Affiliates in connection therewith shall not be construed as a transfer for purposes of the Transfer Provisions. Notwithstanding anything in this Fee Agreement to the contrary, it is not intended in this Fee Agreement that the County shall impose transfer restrictions with respect to the Company, any Sponsor Affiliates or the Project as are any more restrictive than the Transfer Provisions.

  • Implementation of Agreement Each Party must promptly execute all documents and do all such acts and things as is necessary or desirable to implement and give full effect to the provisions of this Agreement.

  • Modifications and Amendments The terms and provisions of this Agreement may be modified or amended only by written agreement executed by all parties hereto.

  • Modifications and Waivers No provision of this Agreement shall be modified, waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by the Executive and by an authorized officer of the Company (other than the Executive). No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time.

  • Non-Substantive Amendments The following items are considered by both parties to be not substantive and may be amended by resolution of Council.

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