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to the contractor, notice of assignment shall not be acknowledged unless:
(1) The assignment expressly recites that the rights of the assignee are subordinate to the rights of the Government;
(A) To withhold from the contractor amounts required to liquidate advance payments; and
(B) To have deposited in the contractor's special advance payment bank account (see § 1-30.414) all moneys payable to the contractor which the contract requires the contractor to deposit in that account; and
(ii) The contracting officer obtains from the assignee an agreement that the assignee will pay to the contractor all amounts which may be received by the assignee and which the contractor is obligated by the contract to deposit in its special advance payment bank account. In special cases, additional documents signed by the contractor, or the assignee, or both, thought necessary by the contracting officer to protect the interests of the Government against the assignee, may be required by the contracting officer.
Assignments such as those referred to in this 1-30.708 (c) (2) are subordinate to the rights of the Government against the contractor under the contract involved. For the foregoing reason such assignments are not considered to be assignments of less than all amounts payable under the contract nor assignments to more than one person.
(d) The assignment shall cover only claims for moneys due or to become due under the contract involved. It must not cover any of the obligations or duties of the contractor under the contract. The contracting officer shall be sure that the copy of the instrument of assignment which is submitted to him is a duplicate of the original instrument, or has been certified as a true copy, acknowledged as such before a notary public or other officer authorized by law to administer oaths. Care shall also be taken to ascertain that the assignment has been properly executed.
(1) Assignments by corporations should be executed by an authorized representative, attested by the secretary or assistant secretary of the corporation, with the seal of the corporation impressed upon the assignments or in lieu of such seal, accompanied by a certified copy of a resolution of the corporation
board of directors authorizing the representative involved to execute the assignment.
(2) If the contractor is a partnership, the instrument of assignment may be signed by one partner, provided it is accompanied by a duly acknowledged certificate to the effect that the signer is a general partner of the partnership.
(3) If the contractor is an individual, the assignment must be signed by such individual and duly acknowledged by him before a notary public or other person authorized to administer oaths.
(e) If there have been previous assignments of claims under the contract, unless assignments to more than one person thereunder are permitted by the contract provisions, the previous assignments have been fully released. Note that further assignment and reassignment is authorized as pointed out in § 1-30.707.
§ 1-30.709 Release of assignment.
The release of an assignment is required whenever there has been a further reassignment or where further payments to the contractor are anticipated under the contract after the contractorassignor's obligation to the original assignee has been satisfied.
§ 1-30.710 Transfers of businesses and corporate mergers.
Transfers of an entire business, corporate mergers, and assignments by operation of law, each of which may affect the assignment of claims under a contract, are not prohibited by the Federal statutes and hence do not depend upon the Assignment of Claims Act of 1940, as amended, for their validity. However, in the case of transfers of a business or corporate mergers, notices of assignment of claims under the contract made by the transferee or successor corporation should not be acknowledged until the transferee or successor corporation involved has been recognized by the procuring agency as the lawful successor in interest to the Government contract. Similarly, before acknowledging an assignment made by a party who is a transferee by operation of law, the contracting officer should require the submission of a certified copy of the document evidencing the transfer by operation of law. Detailed procedures covering novation agreements are set forth in Subpart 1-26.4.
[38 FR 32810, Nov. 28, 1973]
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