27.1 This Agreement and any other agreements to which hubco and at least one of the Participants are a party shall be binding on, and shall ensure to the benefit of, hubco and the relevant Participants and their respective successors and permitted transferees and assigns. In the case of the Participants, their successors shall include any person to whom the Scottish Ministers or other Relevant Authority, in exercising their statutory powers to transfer property, rights and liabilities of any Participant upon such Participant ceasing to exist, transfers the property, rights and obligations of the Participants under this Agreement and any other agreements to which hubco and that Participant are a party.
27.2 Subject to Clause 27.3, hubco shall not, without the prior written consent of the Participants or, in the case of specific subcontracts for Strategic Support Partnering Services to be provided to individual Participants or Project Development Partnering Services in respect of identified New Projects, the written consent of the relevant Participant (such consent in the case of any proposed sub-contracting not to be unreasonably delayed and may only be withheld in circumstances where the obligations to be subcontracted are material obligations and the proposed sub-contractor is an Unsuitable Person), assign, transfer, subcontract or otherwise dispose of any interest in this Agreement and any other contract entered into by hubco for the purposes of performing its obligations under this Agreement.
27.3 The provisions of Clause 27.2 do not apply to the grant or exercise of any security rights, in a form approved by the Participants prior to its grant (such approval not to be unreasonably withheld or delayed), for any loan made to hubco under any Funding Agreement. The Participants may make any approval conditional upon the execution by such assignee of a Funders' Direct Agreement in relation to the exercise of its rights.
27.4 A Participant shall not assign or otherwise dispose of the benefit of the whole or part of this Agreement to any person, save:
27.4.1 to the Scottish Ministers, another [Health Board, Local Authority, Fire Authority, or Police Board14, as the case may be], or any other person or body replacing any of the foregoing (or to whom the Scottish Ministers or the Government exercising their statutory rights would be entitled to transfer such benefits); or
27.4.2 to any department, office, instrumentality or agency of the Scottish Ministers or Government or any local authority which (in any such case) has the legal capacity and sufficient financial resources to perform the obligations of the Participant under the Relevant Agreement; and/or
27.4.3 to any person who has the legal capacity and sufficient financial resources to perform the obligations of the Participant hereunder and whose obligations are validly and enforceably guaranteed by the Participant, a Local Authority, or the Government or by any department, office, instrumentality or agency of the Government,
PROVIDED THAT nothing in this sub-clause shall restrict the rights of the Scottish Ministers or the Government to effect a statutory transfer. For the purposes of this Clause 27.4, an obligation shall be deemed to be validly and enforceably guaranteed by a Participant, Local Authority, the Government or any department, office, instrumentality or agency of the Government (in any such case) if that Participant, Local Authority, the Government or any department or office, instrumentality or agency of the Government (as the case may be) has delivered a legal opinion stating that the guarantee is fully valid and enforceable in accordance with its terms subject to customary qualifications and assumptions from a reputable firm of solicitors approved in advance by hubco (such approval not to be unreasonably withheld or delayed) having appropriate experience of the matters opined upon.
27.5 Where hubco enters into a contract with a Partnering Subcontractor for the purposes of performing the Partnering Services under this Agreement, hubco shall cause a term to be included in such contract:
27.5.1 which requires payment to be made to the Partnering Subcontractor within a specified period not exceeding 30 days from receipt of a valid invoice as defined by the contract requirements and provides that, for the purpose of payment alone, where the relevant Participant responsible for payment for the Partnering Services has made payment to hubco and the Partnering Subcontractor's invoice includes Partnering Services in relation to which payment has been made by the relevant Participant then, to the extent that it relates to such Partnering Services, the invoice shall be treated as valid and payment shall be made to the sub-contractor without deduction (but without prejudice to any right to deduct or set off validly arising under the terms of the contract with the Partnering Subcontractor); and
27.5.2 which notifies the Partnering Subcontractor that the contract forms part of a larger contract for the benefit of the relevant Participant and that should the Partnering Subcontractor have any difficulty in securing the timely payment of an invoice that matter may be referred by the Partnering Subcontractor to [insert the contact name and address of relevant Participant procuring the Partnering Services]; and
27.5.3 in the same terms as this Clause 27.5 (including for the avoidance of doubt this Clause 27.5.3) subject only to modification to refer to the correct designation of the equivalent party as the supplier and recipient of the services, as the case may be.
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14 Update to reflect the make up of the Participants in each Territory