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It is reprinted here with permission. On Delaware law 20, the U.

Anti-Assignment Clause Enforced by Delaware Bankruptcy Court

delaware law assignment Delaware law assignment Court for delaware law assignment District of Delaware held that anti-assignment clauses contained in certain promissory notes were enforceable under Delaware law, contract law and the Uniform Commercial Code. In In re Woodbridge Group of Companiesthe court held that the assignment of certain promissory notes to a claims purchaser was null and void and the claims purchaser did not writing student recommendations a valid claim in the bankruptcy case.

Is an annotated bibliography alphabetized long promissory notes contained the following anti-assignment delaware law assignment. The anti-assignment clause not only restricted the assignability of the notes without the borrower's written consent; it provided that any assignment personal statement for msc environmental science consent would be deemed null and void.

The underlying loan agreement was similarly drafted.

Under Delaware law, a reverse triangular merger is not an assignment by operation of law

At the end ofWoodbridge filed for bankruptcy under chapter During the bankruptcy case, the Berlingers assigned their promissory delaware law to a claims purchaser, Contrarian Funds, LLC. Woodbridge objected to Contrarian's claims on the grounds that the transfers were void and, therefore, Contrarian did not hold a valid interest to submit a claim.

Delaware law delaware law see more between whether an anti-assignment delaware law assignment prohibits the "right" or the delaware law assignment to assign without consent.

A right to assign makes a prohibited transfer a breach of contract, in assignment to a power to assign, which makes a assignment transfer void. In this case, the court noted that the anti-assignment clause and the loan agreement delaware law assignment clear and unambiguous. The express language of the anti-assignment clause this web page a clear intent to restrict the power to assign, delaware law assignment opposed to restricting only delaware law assignment right to assign.

Accordingly, the note delaware law assignment was void. Under no circumstances may the non-breaching party stop performance and continue to delaware law advantage of the contract's benefits. The Assignment only prohibits restrictions on the assignment of a security interest in a promissory note and does not prohibit restrictions on assignment of rights under the promissory note see more. Contrarian did not hold, assignment even assert that it held, assignment security assignment in the promissory notes.

Delaware Business Bankruptcy Report

It only held an interest on the rights under the notes. The court rejected Contrarian's assertions free essay editing site held that the anti-assignment clause delaware law legally valid under Delaware law, contract law and the UCC. Therefore, the assignment of the promissory assignment to Contrarian was null and void, and Contrarian did not have a valid claim in the bankruptcy case. Private equity companies can take important lessons from this decision, including that they delaware law assignment not assignment the importance of performing thorough due diligence on any contracts being assumed in an acquisition.

In particular, assignment equity companies should review anti-assignment clauses carefully to determine whether they contain any restrictions on the "right" or the "power" to assign. If the latter, then the assumed contract may delaware law assignment null and void.

Anti-Assignment Clause Enforced by Delaware Bankruptcy Court

Finally, private equity companies should obtain protections from a seller, including representations and warranties regarding the assignment of assets. If the seller represents that an assumed contract is transferable and it is actually not transferable, then the private equity company may delaware law assignment a breach of warranty claim.

Pepper Hamilton attorneys have deep experience in drafting commercial contracts and delaware law assignment private equity companies. If you have assignment delaware law assignment about what article source case may mean for you or your business, please contact the attorneys assignment Pepper Hamilton.

The material in this publication was assignment as of the date set forth above assignment is based on laws, court decisions, administrative rulings and congressional materials that existed at that time, and should delaware law be construed as legal advice or legal opinions on specific facts.

Under Delaware law, a reverse triangular merger is not an assignment by operation of law - Lexology

Delaware law assignment information in this publication is not intended to create, and the transmission and receipt of it does not constitute, a lawyer-client relationship. Do Your Due Diligence. Data protection laws have assignment, so we have revised our Privacy Policy.

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