Singapore legislation
Clause 59
Clause 59
Transfer of undertakings to Board
(1)
On the transfer date, the following assets and liabilities are transferred to the Board:
all assets and liabilities of the International Enterprise Singapore Board;
all assets and liabilities of the Standards, Productivity and Innovation Board, except the assets and liabilities that relate solely or mainly to the fair trading functions.
(2)
When any asset or liability of a transferor is transferred under subsection (1), the following provisions have effect:
the asset that is the subject of the transfer vests in the Board by virtue of this section and without the need for any further conveyance, transfer, assignment or assurance;
the liability that is the subject of the transfer becomes by virtue of this section the liability of the Board;
all legal or other proceedings relating to that asset or liability started before the transfer date by or against the transferor (or a predecessor of the transferor) and pending immediately before that date are taken to be proceedings pending by or against the Board;
any legal or other proceedings relating to that asset or liability which could have been started immediately before the transfer date by or against the transferor (or a predecessor of the transferor) may be started by or against the Board;
a judgment or order of a court or other tribunal obtained before the transfer date by or against the transferor (or a predecessor of the transferor) relating to that asset or liability may be enforced by or against the Board;
any document relating to legal or other proceedings relating to that asset or liability that has been served on or by the transferor (or a predecessor of the transferor) before the transfer date is taken, where appropriate, to have been served on or by the Board;
any act, matter or thing done or omitted to be done before the transfer date in relation to that asset or liability 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 Board;
a reference to the transferor (or a predecessor of the transferor) in any written law, any instrument made under any Act, any contract, agreement, arrangement or undertaking, or any document of any kind, to the extent to which the reference relates to that asset or liability, is taken to be, or to include, a reference to the Board;
any agreement relating to that asset or liability and to which the transferor (or a predecessor of the transferor) is a party becomes enforceable by or against the Board.
(3)
The operation of this section does not —
constitute a breach of, or default under, any Act or other law or otherwise a civil wrong or criminal wrong;
constitute a breach of duty of confidence (whether arising by contract, in equity, by custom, or in any other way);
constitute a breach of any contractual provision prohibiting, restricting or regulating the assignment or transfer of assets or liabilities or the disclosure of any information;
terminate an agreement or fulfil any condition that allows a person to terminate any agreement or obligation, or give rise to any right or remedy in respect of any agreement or obligation;
frustrate any contract or cause any contract or instrument to be void or otherwise unenforceable;
release any surety, other obligor or other obligee wholly or in part from any obligation; or
constitute an event of breach of, or default under, any contract or other instrument.
(4)
No attornment to the Board by a lessee from a transferor is required.
(5)
The Board, and any transferor from which a foreign asset, right or liability is transferred to the Board, must take all such steps as may be necessary to secure that the vesting in the Board by virtue of this section of any foreign asset, right or liability is effective under the relevant foreign law.
(6)
In subsection (5), a reference to a foreign asset, right or liability is a reference to any asset, right or liability as respects which any issue arising in any proceedings would have been determined (in accordance with the rules of conflict of laws) by reference to the law of a country or territory outside Singapore (called in that subsection the relevant foreign law).