57.1 This Agreement and any other agreement in connection with the Project to which both the Authority and Project Co are a party shall be binding on, and shall enure to the benefit of, Project Co and the Authority and their respective statutory successors and permitted transferees and assignees. [In the case of the Authority, its successors shall include any person to whom the Scottish Ministers, in exercising their statutory powers to transfer property, rights and liabilities of the Authority upon the Authority ceasing to exist, transfers the property, rights and obligations of the Authority under this Agreement and such other agreements in connection with the Project to which the Authority and Project Co are both a party.]
57.2 Subject to Clause 57.3, Project Co shall not, without the prior written consent of the Authority, assign, novate transfer, sub-contract or otherwise dispose of any interest in this Agreement, [the Independent Tester Contract,] the Construction Contract, the Service Contracts and [any other contract] entered into by Project Co for the purposes of performing its obligations under this Agreement.
57.3 The provisions of Clause 57.2 do not apply to the grant of any security, in a form approved by the Authority prior to its grant (such approval not to be unreasonably withheld or delayed), for any loan made to Project Co under the Initial Funding Agreements provided that any assignee shall enter into the Funders' Direct Agreement in relation to the exercise of its rights, if the Authority so requires.
57.4 The Authority shall be entitled to assign, transfer or dispose of the whole of this Agreement and/or of any agreement entered into in connection with this Agreement to which the Authority and Project Co are both party to:
57.4.1 the Scottish Ministers, another Health Board or any other person or body replacing any of the foregoing (or to whom the Scottish Ministers exercising their statutory rights would be entitled to transfer such benefits) covered by the National Health Service (Residual Liabilities) Act 1996; or
57.4.2 any other person or body with the prior written consent of Project Co (not to be unreasonably withheld or delayed);
provided that nothing in this Clause shall restrict the rights of the Scottish Ministers to effect a statutory transfer.