§ 50 — Transfer of undertakings to Agency

50.—(1) On the transfer date, the following assets and liabilities are transferred to the Agency:(a)

all assets and liabilities of the Government that relate solely to the transferring MOH functions;

(b)

all assets and liabilities of the Health Promotion Board that relate solely to the transferring HPB functions.

(2) A certificate signed by the Minister certifying whether an asset or a liability specified in the certificate has been transferred to the Agency under subsection (1) is admissible in evidence in any proceedings as proof of the matters stated in the certificate.

(3) When any asset or liability of the transferor is transferred to the Agency under subsection (1), the following provisions have effect:(a)

the asset vests in the Agency without the need for any further conveyance, transfer, assignment or assurance;

(b)

the liability becomes the liability of the Agency;

(c)

all legal or other proceedings relating to that asset or liability that are pending immediately before the transfer date by or against the transferor (or a predecessor of the transferor) are taken to be proceedings pending by or against the Agency;

(d)

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 Agency;

(e)

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 becomes enforceable by or against the Agency;

(f)

any document in any 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 Agency;

(g)

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 to be done by, to or in respect of the Agency;

(h)

a reference to the transferor (or a predecessor of the transferor) in any Act, any instrument made under any Act, any agreement or any document of any kind is taken to be or includes (to the extent to which the reference relates to that asset or liability) a reference to the Agency;

(i)

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 Agency.

(4) The operation of this section does not —(a)

constitute a breach of, or default under, any Act or other law, or any agreement, or otherwise a civil wrong or criminal wrong;

(b)

constitute a breach of any duty of confidence (whether arising by contract, in equity, by custom, or in any other way);

(c)

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;

(d)

terminate an agreement or obligation, or fulfil any condition that allows a person to terminate or otherwise releases a person from any agreement or obligation, or give rise to any right or remedy in respect of any agreement or obligation;

(e)

cause any contract or other instrument to be void or otherwise unenforceable;

(f)

frustrate any contract;

(g)

release a surety or other obligor or obligee wholly or in part from an obligation; or

(h)

constitute an event of breach of, or default under, any contract or other instrument.

(5) No attornment to the Agency by a lessee of the transferor is required.

—(1) On the transfer date, the following assets and liabilities are transferred to the Agency:(a)

all assets and liabilities of the Government that relate solely to the transferring MOH functions;

(b)

all assets and liabilities of the Health Promotion Board that relate solely to the transferring HPB functions.

(2) A certificate signed by the Minister certifying whether an asset or a liability specified in the certificate has been transferred to the Agency under subsection (1) is admissible in evidence in any proceedings as proof of the matters stated in the certificate.

(3) When any asset or liability of the transferor is transferred to the Agency under subsection (1), the following provisions have effect:(a)

the asset vests in the Agency without the need for any further conveyance, transfer, assignment or assurance;

(b)

the liability becomes the liability of the Agency;

(c)

all legal or other proceedings relating to that asset or liability that are pending immediately before the transfer date by or against the transferor (or a predecessor of the transferor) are taken to be proceedings pending by or against the Agency;

(d)

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 Agency;

(e)

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 becomes enforceable by or against the Agency;

(f)

any document in any 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 Agency;

(g)

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 to be done by, to or in respect of the Agency;

(h)

a reference to the transferor (or a predecessor of the transferor) in any Act, any instrument made under any Act, any agreement or any document of any kind is taken to be or includes (to the extent to which the reference relates to that asset or liability) a reference to the Agency;

(i)

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 Agency.

(4) The operation of this section does not —(a)

constitute a breach of, or default under, any Act or other law, or any agreement, or otherwise a civil wrong or criminal wrong;

(b)

constitute a breach of any duty of confidence (whether arising by contract, in equity, by custom, or in any other way);

(c)

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;

(d)

terminate an agreement or obligation, or fulfil any condition that allows a person to terminate or otherwise releases a person from any agreement or obligation, or give rise to any right or remedy in respect of any agreement or obligation;

(e)

cause any contract or other instrument to be void or otherwise unenforceable;

(f)

frustrate any contract;

(g)

release a surety or other obligor or obligee wholly or in part from an obligation; or

(h)

constitute an event of breach of, or default under, any contract or other instrument.

(5) No attornment to the Agency by a lessee of the transferor is required.