MERGERS, ACQUISITIONS, NOVATIONS, AND CHANGE-OF-NAME AGREEMENTS Clause Samples
MERGERS, ACQUISITIONS, NOVATIONS, AND CHANGE-OF-NAME AGREEMENTS. The Anti-Assignment of Contracts Act, 41 USC § 15, (Anti-Assignment Act) prohibits the transfer of any interest in a federal contract to another party unless an exception applies. Therefore, the Master Contract, standing alone, is not a commodity that can be bought, sold or assigned to a brokerage firm or any third-party agent so to arrange transactions between a buyer and a seller of standalone Government contracts. There are conditions, however, where the Government may still recognize a successor-in-interest who, due to certain transfers, is in a position to continue performance in place of the original party to the Government contract. For example, through a (1) Novation Agreement where the sale of all Contractor’s assets, or the entire portion of the assets involved in performing the Master Contract, including any open Task Orders, has occurred. An Assignment that would otherwise be considered ineffective, may be given effect via a novation agreement that substitutes successor-in-interest as the contractor, while requiring that the original party remain obligated for performance. Another example of an exception to the Anti-Assignment Act is through (2) Operation of Law, such as when the Contractor’s interest in the contract is transferred as a result of a stock purchase or bankruptcy order. These exceptions are further discussed below: (Transferee). Although the Transferor and the Transferee may have negotiated their corporate terms and conditions for the terms of assignment or assumption of responsibilities relating to the Government Contract, and agreed to execute a Novation Agreement substantially in conformance with the regulatory requirement, the Novation is not automatically approved by the Government. There are no entitlements or guarantees that the Government must or will consent to any request for Novation. FAR 42.12 describes the procedures necessary to request that the Government recognize a successor in interest to a contract. There are also additional due diligence procedures that GSA may impose, including an evaluation of the Transferee’s technical capabilities, accounting systems, relevant past contract performance, financial capacity, and other Responsibility factors. From the time, the Government receives a completed Novation package request from the Transferor, the process might take three to six months or more for the Government to process the package and provide a decision. The Contractor must continue to fully perform under the ...
MERGERS, ACQUISITIONS, NOVATIONS, AND CHANGE-OF-NAME AGREEMENTS. If a Contractor merges, is acquired, or recognizes a successor in interest to Government contracts when Contractor assets are transferred, or, recognizes a change in a Contractor’s name, or executes novation agreements and change- of-name agreements by a Contracting Officer other than the USV FoS Procuring Contracting Officer (PCO) the Contractor must notify the USV FoS PCO and provide a copy of the novation or any other agreement that changes the status of the Contractor, including the new DUNS/CAGE code numbers, within thirty (30) days. The Contractor may not submit DO/TO proposals under the new company name until a contract modification has made the change effective. The Contractor, either through its parent, affiliates, subsidiaries, business units, etc. is permitted to hold one USV FoS MAC in total. The IDIQ-MAC is not a tangible item and may not be sold. If two or more IDIQ-MACs are acquired by a single USV FoS awardee either via a merger or acquisition, the successor in interest will recognize only one existing USV FoS MAC, all DO/TO from the acquired IDIQ-MAC shall be novated to the successor in interest, and the additional IDIQ-MAC shall be terminated for convenience at no cost to the Government. If a Contractor has legally changed its business name, “doing business as” name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in FAR Subpart 42.12, the Contractor shall provide the USV FoS PCO written notification of its intention to (a) change the name in the ▇▇▇ database;
(b) comply with the requirements of Subpart 42.12, and (c) agree in writing to the timeline and procedures specified by the responsible PCO. The Contractor must provide the Government with the notification sufficient documentation to support the legally changed name. The Contractor may not submit DO/TO proposals under the new “doing business as” company name until a contract modification has made the change effective. Any change to the status of the USV FoS awardee does not alleviate the contractual responsibilities including but not limited to:
C.7.1. Complete documentation of previous DO/TO for purposes of audit;
C.7.2. Assumption of all unresolved expired DO/TO that were not closed out;
C.7.3. Acceptance of the previously negotiated contract pricing;
MERGERS, ACQUISITIONS, NOVATIONS, AND CHANGE-OF-NAME AGREEMENTS. If a Contractor merges, is acquired or recognizes a successor in interest to Government contracts when Contractor assets are transferred; or, recognizes a change in a Contractor’s name; or, executes novation agreements and change-of-name agreements by a CO other than the HCaTS SB CO, the Contractor shall notify the HCaTS SB CO and provide a copy of the novation or other agreement that changes the status of the Contractor. This notification, if applicable, applies once, sent to the HCaTS SB CO, and not for each HCaTS SB contract.
MERGERS, ACQUISITIONS, NOVATIONS, AND CHANGE-OF-NAME AGREEMENTS. The Anti-Assignment of Contracts Act, 41 USC § 15, (Anti-Assignment Act) prohibits the transfer of any interest in a federal contract to another party unless an exception applies. Therefore, the Master Contract, standing alone, is not a commodity that can be bought, sold or assigned to a brokerage firm or any third party agent so to arrange transactions between a buyer and a seller of standalone Government contracts. There are conditions, however, where the Government may still recognize a successor-in-interest who, due to certain transfers, is in a position to continue performance in place of the original party to the Government contract. For example, through a (1) Novation Agreement where the sale of all Contractor’s assets, or the entire portion of the assets involved in performing the Master Contract, including any open Task Orders, has occurred. An Assignment that would otherwise be considered ineffective, may be given effect via a novation agreement that substitutes successor-in-interest as the contractor, while requiring that the original party remain obligated for performance. Another example of an exception to the Anti- Assignment Act is through (2) Operation of Law, such as when the Contractor’s interest in the contract is transferred as a result of a stock purchase or bankruptcy order. These exceptions are further discussed below: