Common use of SCOPE OF ASSIGNMENT Clause in Contracts

SCOPE OF ASSIGNMENT. (a) The Owner assigns all its rights, title, and interest, and delegates its obligations, responsibilities, and duties, in and to the Agreement, to the Purchaser. The Purchaser accepts this assignment and agrees to perform these obligations, responsibilities and duties. (b) The NZGBC will recognise the Purchaser as the Owner’s successor in interest to the Agreement, and the NZGBC and the Purchaser will be bound by the terms and conditions of the Agreement in every way as if the Purchaser was named in the Agreement. (c) In consideration of the NZGBC accepting this Assignment, the Owner agrees to discharge and release the NZGBC from any and all obligations to the Owner, and waives any and all rights and/or claims it may have against the NZGBC as of the NZGBC’s acceptance of this Assignment. (d) In respect of any assignment occurring pre-certification, and without limiting the above clauses, the Purchaser acknowledges that all submissions and representations made by the Owner in the Application, including without limitation, those made on the Owner’s behalf, shall, as between the Purchaser and the NZGBC, be deemed the submissions and representations of the Purchaser, and all access to the Application and the Project information contained in such documents shall be terminated with respect to the Owner and transferred to the Purchaser. (e) Regardless of anything to the contrary in this Assignment, the Owner will continue to be bound by: i. the following clauses of the Agreement: Clauses 9.2, (Acknowledgement), 9.3 (Release and Indemnity), 11 (Termination),12 (Limitation and Exclusion of Liability), 13 (Confidentiality), 19 (Dispute Resolution) and 20 (Governing Law); and ii. those clauses obliging the Owner to defend and indemnify the NZGBC from any and all Claims resulting from the Owner’s performance prior to this Assignment, as well as those claims resulting from the Purchaser’s subsequent performance.