Commentary

9.3 'Successors and assigns’—drafting points

BOILERPLATE AND COMMERCIAL CLAUSES vol 4(3)
| Commentary

9.3 'Successors and assigns’—drafting points

| Commentary

9.3 'Successors and assigns’—drafting points1

It is useful to consider the following points when drafting a ‘successors and assigns’ clause:

  1. (a)

        prohibitions on assignment: the ‘successors and assigns’ wording should not contradict any prohibitions on assignment set out in the agreement. The example in Paragraph 9.2 makes this clear;

  2. (b)

        whether any successor or assignee of one party will alter or increase an indemnity given by another party to an agreement. For example, if

    1. (i)

          party A indemnifies party B in respect of certain tax liabilities which might fall on party B;

    2. (ii)

          B assigns the agreement to C;

    3. (iii)

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