New South Wales Consolidated Acts New South Wales Consolidated Acts(Section 5 (3))
In this Schedule--
"instrument" means an instrument (other than this Act) 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 or
process of a court.
"transferee" means the person or body to which any assets, rights or
liabilities are transferred.
"transferor" means the person or body from which any assets, rights or
liabilities are transferred.
This Schedule applies to the following orders--
(a) an order under section 5 (1) (b) dissolving a development corporation,
(b) an order under section 5 (1) (c) changing the name of a development corporation,
(c) an order under section 5 (1) (g) (i) changing the nature of governance of a development corporation from board governance to chief executive governance,
(d) an order under section 5 (1) (h) amalgamating 2 or more development corporations.
(1) Dissolution orders On and from the date specified in an order made under section 5 (1) (b) dissolving a development corporation--(a) the development corporation is dissolved, and(b) the chief executive of the development corporation ceases to hold office, and(c) in the case of a board governed development corporation, the members of the board (other than the chief executive) cease to hold office, but are not entitled to be paid any compensation by reason of ceasing to hold office, and(d) the assets, rights and liabilities of the development corporation are transferred to the Ministerial Development Corporation, and(e) Part 2 applies to that transfer.
(2) Amalgamation orders On and from the date specified in an order made under section 5 (1) (h) for the amalgamation of 2 or more development corporations--(a) each development corporation amalgamated by the order is dissolved, and(b) the chief executive of each development corporation amalgamated by the order ceases to hold office, and(c) the members of any board governed development corporation involved in the amalgamation (other than any chief executive) cease to hold office, and--(i) if the amalgamated corporation is a board governed development corporation, are eligible (if otherwise qualified) to be appointed as members of the board of the amalgamated corporation, and(ii) are not entitled to be paid any compensation by reason of ceasing to hold office, and(d) the assets, rights and liabilities of each amalgamating development corporation are transferred to the amalgamated development corporation, and(e) Part 2 applies to that transfer.
(3) Name change orders On and from the date specified in an order made under section 5 (1) (c) changing the name of a development corporation, Part 3 applies to that change of name.
(4) Change of governance orders On and from the date specified in an order made under section 5 (1) (g) (i) changing the nature of governance of a development corporation from board governance to chief executive governance, the members of the board of the development corporation (other than the chief executive) cease to hold office, but are not entitled to be paid any compensation by reason of ceasing to hold office.
(5) Effect on compensation rights Nothing in this Schedule affects any compensation rights to which the chief executive of a dissolved or amalgamating development corporation may be entitled under Part 3.1 of the Public Sector Employment and Management Act 2002 as a consequence of ceasing to hold office as such.
(1) When any assets, rights or liabilities are transferred by a transfer to which this Part 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 clause 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 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,(d1) 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 order giving rise to the transfer, whether or not those entitlements and obligations were actual or potential at the time the order took effect,(e) a reference in any Act, in any instrument made under any Act or in any document of any kind to the transferor or a predecessor of the transferor is (to the extent to which it relates to those assets, rights or liabilities) taken to include a reference to the transferee.
(2) The operation of this clause is not to be regarded--(a) as a breach of contract or confidence or otherwise as a civil wrong, or(b) as a breach of any contractual provision prohibiting, restricting or regulating the assignment or transfer of assets, rights or liabilities, or(c) as 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) as 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) A transfer is subject to the terms and conditions of the order giving rise to the transfer.
(5) No compensation is payable to any person or body in connection with a transfer to which this Part applies except to the extent (if any) to which the order giving rise to the transfer so provides.
A transfer to which this Part applies takes effect on the date specified in the order giving rise to the transfer.
The Minister may, by order in writing, specify the consideration on which a transfer to which this Part applies is made and the value or values at which the assets, rights or liabilities are transferred.
Duty under the Duties Act 1997 is not chargeable for or in respect of--
(a) a transfer to which this Part applies, or
(b) anything certified by the Minister as having been done in consequence of such a transfer (for example, the transfer or conveyance of an interest in land).
(1) The Minister may, by notice in writing, confirm a transfer of particular assets, rights or liabilities by operation of this Part.
(2) Such a notice is conclusive evidence of that transfer.
A change of name of a development corporation by an order does not operate--
(a) to create a new legal entity, or
(b) to prejudice or affect the identity of the body corporate constituted as a development corporation or its continuity as a body corporate, or
(c) to affect the property, or the rights or obligations, of the development corporation, or
(d) to render defective any legal proceedings by or against the development corporation,and any legal proceedings that could have been continued or commenced by or against the development corporation by its former name may be continued or commenced by or against it by its new name.
(1) The regulations may contain other provisions of a savings or transitional nature consequent on the making of an order to which this Schedule applies.
(2) A provision referred to in subclause (1) which relates to a particular order may, if the regulations so provide, take effect as from the date of the order or a later day.
(3) To the extent to which a provision referred to in subclause (1) takes effect from a date that is earlier than the date of its publication in the Gazette, the provision does not operate so as--(a) to affect, in a manner prejudicial to any person (other than the State, an authority of the State or a development corporation), the rights of that person existing before the date of its publication in the Gazette, or(b) to impose liabilities on any person (other than the State, an authority of the State or a development corporation) in respect of anything done or omitted to be done before the date of its publication in the Gazette.
(4) A provision referred to in subclause (1) has, if the regulations so provide, effect despite any other clause of this Schedule.