New South Wales Consolidated Acts

FREIGHT RAIL CORPORATION (SALE) ACT 2001 - SCHEDULE 1

SCHEDULE 1 – Transfer of assets, rights and liabilities

(Sections 9, 12, 15, 22, 34 and 36)

1 Definitions

In this Schedule:
"transfer order" means an order to which this Schedule applies under section 9, 12, 15, 22, 34 or 36.
"transferee" means the body to whom any assets, rights or liabilities are transferred by a transfer order.
"transferor" means the body from whom any assets, rights or liabilities are transferred by a transfer order.

2 Determinations by Treasurer as to assets, rights and liabilities of FreightCorp

For the purposes of the making of a transfer order, the Treasurer may determine whether or not particular assets, rights or liabilities comprise the business undertaking of FreightCorp at a particular time, and such a determination is conclusive as to the matters determined.

3 Vesting of assets, rights and liabilities in transferee

(1) When any assets, rights or liabilities are transferred by a transfer order, the following provisions have effect (subject to the transfer order):

(a) the assets vest in the transferee by virtue of this clause and without the need for any conveyance, transfer, assignment or assurance,

(b) the rights and liabilities become, by virtue of this clause, the rights and liabilities of the transferee,

(c) all proceedings relating to the assets, rights or liabilities pending by or against the transferor are taken to be proceedings pending by or against the transferee,

(d) any act, matter or thing done or omitted to be done in relation to the assets, rights or liabilities by, to or in respect of the transferor is (to the extent that the act, matter or thing has any force or effect) taken to have been done or omitted by, to or in respect of the transferee,

(e) a reference in any Act, in any instrument made under any Act or in any document of any kind to the transferor or a predecessor of the transferor is (to the extent that it relates to those assets or liabilities but subject to the regulations), to be read as, or as including, a reference to the transferee.

(2) No attornment to the transferee by a lessee from the transferor is required.

4 Terms and conditions of vesting

A transfer order may be made on such terms and conditions as are specified in the order.

5 Consideration for vesting

A transfer order may specify the consideration for which a transfer to which it applies is made and the value or values at which assets, rights or liabilities are transferred.

6 Date of transfer

A transfer order takes effect on the date it is made or on such other date as may be specified in the order.

7 Transfer of interests in land

(1) A transfer order may transfer an interest in respect of land vested in the transferor without transferring the whole of the interests of the transferor in that land.

(2) If the interest transferred is not a separate interest, the order operates to create the interest transferred in such terms as are specified in the order.

(3) This clause does not limit any other provision of this Schedule.

8 Confirmation of vesting

(1) The Treasurer may by order in writing confirm a transfer of particular assets, rights or liabilities by operation of this Schedule.

(2) Such an order is evidence of that transfer.

9 Certification to registration authorities

(1) In this clause:
"registration authority" means a person or body that has functions under any law in connection with the keeping of a register in respect of assets, rights or liabilities.

(2) The transferee under a transfer order may lodge with a registration authority a certificate certifying as to such information as may reasonably be required by the registration authority to enable the registration authority to exercise any function of the authority arising in connection with the transfer of any asset, right or liability pursuant to the transfer order.

(3) Such a certificate is to be accepted and acted upon by the registration authority and, despite any other law, the registration authority is not entitled to require that the information concerned be provided to it in any particular form or in any particular manner.

(4) No fee or charge is payable by the transferee to a registration authority for or in respect of the exercise of any function by the registration authority in connection with the transfer of an asset, right or liability by a transfer order.

10 Evidence of orders and certificates

A document purporting to be a transfer order or an order or certificate given under a provision of this Schedule is, unless the contrary is established, taken to be such an order or certificate and to have been properly made or given.

11 Exemption from duty

Duty under the Duties Act 1997 is not chargeable in respect of:

(a) a transfer of assets, rights or liabilities by operation of this Schedule, or

(b) anything certified by the Minister as having been done in consequence of such a transfer (for example, the transfer or registration of an interest in land).