New South Wales Consolidated Acts

NATIONAL RAIL CORPORATION (AGREEMENT) ACT 1991 - SECT 9

9 Transfer of rail freight assets of State to Company

(1) The Minister may, with the approval of the Company, from time to time direct by order in writing that any specified rail freight assets of the State be transferred to the Company.

(2) The consideration for the transfer is (subject to the order) the issue to the State of shares in the Company in accordance with the Agreement.

(3) On the commencement of the order, the following provisions have effect (subject to the order):

(a) the transferred rail freight assets vest in the Company by force of this section and without the need for any conveyance, transfer, assignment or assurance,

(b) the rights and liabilities of the State relating to the transferred rail freight assets become, by force of this section, the rights and liabilities of the Company,

(c) all proceedings by or against the State relating to the transferred rail freight assets pending immediately before the transfer are taken to be proceedings pending by or against the Company,

(d) anything done or not done in relation to the transferred rail freight assets before the transfer by, to or in respect of the State is (to the extent that it has any effect) taken to have been done or not done by, to or in respect of the Company.

(4) The operation of this section 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.

(5) This section does not limit any other method of transfer of rail freight assets of the State to the Company.

(5A) For the purposes of this section:

(a) the Minister may, with the approval of the Company, give a direction to a Rail Corporation within the meaning of the Transport Administration Act 1988 , and

(b) a reference to rail freight assets includes a reference to assets vested in or owned by a Rail Corporation, and

(c) a Rail Corporation stands in the same position as the State Rail Authority stands under section 13 (9) of the Transport Administration Act 1988 in relation to financial loss as a result of complying with any direction given by the Minister under this section.

(6) In this section:

"assets" means any legal or equitable estate or interest (whether present or future and whether vested or contingent) in real or personal property of any description, and includes securities, choses in action and documents.

"liabilities" means liabilities, debts and obligations (whether present or future and whether vested or contingent).

"rail freight assets" of the State means any assets of the State that are required or authorised to be transferred to, or acquired by, the Company under the Agreement.

"rights" means all rights, powers, privileges and immunities (whether present or future and whether vested or contingent).

"the State" includes the State Rail Authority and any other authority of the State of New South Wales.