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(Adopted and Promulgated by the Second Session of the Ninth National People's
Article 77 Amendment; Amendment Subject to Approval
A contract may be amended if the parties have so agreed.
Where amendment to the contract is subject to any procedure such as approval
or registration, etc. as required by a relevant law or administrative regulation,
such provision applies.
Article 78 Ambiguous Amendment Not Effective
A contract term is construed not to have been amended if the parties failed
to clearly prescribe the terms of the amendment.
Article 79 Assignment of Rights; Exceptions
The obligee may assign its rights under a contract in whole or in part to a
third person, except where such assignment is prohibited:
(i) in light of the nature of the contract;
(ii) by agreement between the parties;
(iii) by law.
Article 80 Duty to Notify When Assigning Rights;
Revocation of Assignment Subject to Assignee's Consent
Where the obligee assigns its rights, it shall notify the obligor. Such assignment
is not binding upon the obligor if notice was not given.
A notice of assignment of rights given by the obligee may not be revoked, except
with the consent of the assignee.
Article 81 Assumption of Incidental Right in
Case of Assignment
Where the obligee assigns a right, the assignee shall assume any incidental
right associated with the obligee's right, except where such incidental right
is exclusively personal to the obligee.
Article 82 Assigned Rights Subject to Accrued
Defenses of Obligor
Upon receipt of the notice of assignment of the obligee's right, the obligor
may, in respect of the assignee, avail itself of any defense it has against
the assignor.
Article 83 Availability of Set-off to Obligor
Upon receipt of the notice of assignment of the obligee's right, if the obligor
has any right to performance by the assignor which is due before or at the same
time as the assigned obligee's right, the obligor may avail itself of any set-off
against the assignee.
Article 84 Delegation of Obligations Subject
to Consent by Obligee
Where the obligor delegates its obligations under a contract in whole or in
part to a third person, such delegation is subject to consent by the obligee.
Article 85 Availability of Defenses to New Obligor
Where the obligor has delegated an obligation, the new obligor may avail itself
of any of the original obligor's defenses against the obligee.
Article 86 Assumption of Incidental Obligation
in Case of Delegation
Where the obligor delegates an obligation, the new obligor shall assume any
incidental obligation associated with the main obligation, except where such
incidental obligation is exclusively personal to the original obligor.
Article 87 Assignment Subject to Approval
Where the obligee's assignment of a right or the obligor's delegation of an
obligation is subject to any procedure such as approval or registration, etc.
as required by a relevant law or administrative regulation, such provision applies.
Article 88 Concurrent Assignment and Delegation
Upon consent by the other party, one party may concurrently assign its rights
and delegate its obligations under a contract to a third person.
Article 89 Provisions Applicable to Concurrent
Assignment
Where a party concurrently assigns its rights and delegates its obligations,
the provisions in Article 79, Articles 81 to 83, and Articles 85 to 87 apply.
Article 90 Effect of Combination or Division
of Contract Party
Where a party has effected combination after it entered into a contract, the
legal person or organization of any other nature resulting from the combination
assumes the rights and obligations thereunder. Where a party has effected division
after it entered into a contract, unless otherwise agreed by the obligee and
obligor thereunder, the legal persons or other organizations resulting from
the division jointly and severally assume the rights and obligations thereunder.
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