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This Section does not apply to the assignment of contracts made under the special rules governing transfers of contracts in the course of transferring a business.

 

COMMENT

 

The assignment of contracts may be subject to special rules of the applicable law when it is made in the course of the transfer of a business. Such special rules often provide for mechanisms that cause all contracts of the business to be transferred, under certain conditions, by operation of law. 

 

This Article does not prevent the present Section from applying when certain contracts pertaining to the transferred business are assigned individually.

 

Illustrations

 

1. Company A is transferred to company B. If the otherwise applicable law provides that all contracts to which the former company was a party are automatically transferred to the latter, the Principles do not apply.

 

2. The facts are the same as in Illustration 1, but B is not interested in taking over a particular contract with company X, and prefers that contract to be assigned to company C. This particular transfer is subject to the Principles.

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