New South Wales Consolidated Acts New South Wales Consolidated ActsIntroductory note : This Schedule contains a number of standard provisions concerning the transfer of assets, rights and liabilities under this Act. This Schedule will apply to transfers only if the instrument or provision of this Act that provides for the transfer applies it.
This Schedule applies to--
(a) the transfer of assets, rights or liabilities by an instrument made under a provision of this Act that provides for this Schedule to apply to the transfer (an
"instrument transfer" ), and
(b) the transfer of assets, rights or liabilities by operation of a provision of this Act that provides for this Schedule to apply (an
"automatic transfer" ).
(1) In this Schedule (except clause 1)--
"instrument" means an instrument (except this Act or an instrument made under this Act) or any other document that creates, modifies or extinguishes rights or liabilities (or would do so if lodged, filed or registered in accordance with any law), and includes any judgment, order, process or other instrument issued by a court or tribunal.
(2) In this Schedule, the person or body from which any assets, rights or liabilities are transferred is called the
"transferor" and the person or body to which they are transferred is called the
"transferee" .
(3) If an instrument transfer or automatic transfer relates to some (but not all) of the assets, rights or liabilities of a transferor, this Schedule applies only to the extent of the assets, rights or liabilities to which the transfer relates.Note : For example, the assets, rights and liabilities of a transferor may be transferred to more than one transferee.
(1) When any assets, rights or liabilities are transferred by a transfer to which this Schedule applies, the following provisions have effect--(a) the assets of the transferor vest in the transferee by virtue of this clause and without the need for any further conveyance, transfer, assignment or assurance,(b) the rights or liabilities of the transferor become by virtue of this Schedule the rights or liabilities of the transferee,(c) all proceedings relating to the assets, rights or liabilities commenced before the transfer by or against the transferor or a predecessor of the transferor and pending immediately before the transfer are taken to be proceedings pending by or against the transferee,(d) any act, matter or thing done or omitted to be done in relation to the assets, rights or liabilities before the transfer by, to or in respect of the transferor or a predecessor of the transferor is (to the extent to which that act, matter or thing has any force or effect) taken to have been done or omitted by, to or in respect of the transferee,(e) the transferee has all the entitlements and obligations of the transferor in relation to those assets, rights and liabilities that the transferor would have had but for the transfer, whether or not those entitlements and obligations were actual or potential at the time the transfer took effect,(f) a reference in any Act, in any instrument made under any Act or in any document of any kind to--(i) the transferor, or(ii) any predecessor of the transferor,to the extent to which the reference relates to those assets, rights or liabilities, is taken to be, or include, a reference to the transferee.
(2) The operation of this Schedule is not to be regarded as--(a) a breach of contract or confidence or otherwise as a civil wrong, or(b) a breach of any contractual provision prohibiting, restricting or regulating the assignment or transfer of assets, rights or liabilities, or(c) giving rise to any remedy by a party to an instrument, or as causing or permitting the termination of any instrument, because of a change in the beneficial or legal ownership of any asset, right or liability, or(d) an event of default under any contract or other instrument.
(3) No attornment to the transferee by a lessee from the transferor is required.
(4) An instrument transfer is subject to the terms and conditions of the instrument that gives rise to the transfer.
No compensation is payable to any person or body in connection with a transfer to which this Schedule applies except to the extent (if any) to which--
(a) for an instrument transfer--the instrument giving rise to the transfer so provides, and
(b) for an automatic transfer--the provision of this Act that gives rise to the transfer so provides.
(1) In the case of an instrument transfer, the instrument that gives rise to the transfer may transfer an interest in respect of land vested in the transferor without transferring the whole of the interests of the transferor in that land.
(2) If the interest transferred is not a separate interest, the instrument operates to create the interest transferred in such terms as are specified in the instrument.
(3) This clause does not limit any other provision of this Act.
A transfer of assets, rights or liabilities to which this Schedule applies takes effect--
(a) for an instrument transfer--on the day specified by the instrument that gives rise to the transfer, and
(b) for an automatic transfer--on the day specified by the provision of this Act that gives rise to the transfer or, if no day is specified, on the commencement of the provision.
The Minister may, by written order, specify the consideration on which a transfer to which this Schedule applies is made and the value or values at which the assets, rights or liabilities are transferred.
(1) State tax is not payable in relation to--(a) an exempt matter, or(b) anything done because of, or for a purpose connected with or arising out of, an exempt matter.
(2) In this clause--
"exempt matter" means any of the following--(a) the transfer of any assets, rights or liabilities by operation of this Schedule (including, without limitation, any instrument executed only for a purpose ancillary to or consequential on the operation of this Schedule),(b) anything certified by the Minister in writing as having been done in consequence of such a transfer (for example, the transfer or registration of an interest in land).
"State tax" means application or registration fees, duty or any other tax, fee or charge imposed by any legislation or other law of the State.
(1) The Minister may, by written notice, confirm a transfer of particular assets, rights or liabilities by operation of this Schedule.
(2) Such a notice is conclusive evidence of that transfer.