(b) In the case of an assignment by the initial or any other assignee ( subsequent assignment ), the person who makes that assignment is the assignor and the person to whom that assignment is made is the assignee.

1. Unless otherwise agreed between the assignor and the assignee, the assignor or the assignee or both may send the debtor notification of the assignment and a payment instruction, but after notification has been sent only the assignee may send such an instruction.

(b) The conditions under which the assignment of the receivable, the transfer of the negotiable instrument or the transfer of the negotiable document can be invoked against the account debtor, the obligor on the negotiable instrument or the issuer of the negotiable document and

a transaction involving the transfer of a debt or assignment of a claim.

In the case of a subsequent assignment, the person that makes that assignment is the assignor and the person to which that assignment is made is the assignee.

(a) Personal or property rights securing or supporting payment of the assigned receivable are transferred to the assignee without a new act of transfer.

(s) Subsequent assignment means an assignment by the initial or any other assignee.

The law should provide that the following matters are governed by the law of the State whose law governs an assigned receivable, a transferred negotiable instrument or a transferred negotiable document

1. An assignment of a receivable is effective notwithstanding any agreement between the initial or any subsequent assignor and the debtor or any subsequent assignee limiting in any way the assignor's right to assign its receivables.

2. A right securing payment of the assigned receivable is transferred under paragraph 1 of this article notwithstanding any agreement between the assignor and the debtor or other person granting that right, limiting in any way the assignor's right to assign the receivable or the right securing payment of the assigned receivable.

(a) An assignment is effective as between the assignor and the assignee and as against the account debtor notwithstanding an agreement between the initial or any subsequent assignor and the account debtor or subsequent assignee limiting in any way the assignor's right to assign its receivables

(a) if, at the time of the assignment, the assignor and the assignee have their places of business in a Contracting State or

(f) Granting, acquiring, renouncing, surrendering, transferring or negotiating rights in goods

(a) This Convention does not apply to such types of assignment or to the assignment of such categories of receivables if the assignor is located at the time of conclusion of the contract of assignment in such a State and

(ii) A creditor of the assignor or

(b) A right securing payment of the assigned receivable may be transferred notwithstanding any agreement between the assignor and the account debtor or other person granting that right, limiting in any way the assignor's right to assign the receivable or the right securing payment of the assigned receivable

An international arms transfer would also be deemed to have taken place when the ownership or control of equipment or systems is transferred even without any physical transfer.

It was observed that, in view of the risk that, after the conclusion of the contract of assignment, the assignor might assign the same receivables to another assignee or become insolvent, it was essential to set the time of the transfer of the assigned receivables at the time of the conclusion of the contract of assignment.

(1) This Convention applies to international assignments of receivables and to assignments of international receivables by the initial or any other assignee to subsequent assignees, even if the initial assignment is not governed by this Convention.

Rights and obligations of the account debtor and the assignee, the obligor under a negotiable instrument or the issuer of a negotiable document and the transferee

3. Notwithstanding paragraphs 1 and 2 of this article, defences and rights of set off that the debtor may raise pursuant to article 9 or 10 against the assignor for breach of an agreement limiting in any way the assignor's right to make the assignment are not available to the debtor against the assignee.

It was agreed that in the case of a multiplicity of assignors or assignees, it would be acceptable to consider an assignment or a receivable international even if only one assignor or one assignee was located in a country other than the country in which the other party to the transaction was located.

1. As between the assignor and the assignee, unless otherwise agreed and whether or not notification of the assignment has been sent

3. In an international assignment, the assignor and the assignee are considered, unless otherwise agreed, implicitly to have made applicable to the assignment a usage that in international trade is widely known to, and regularly observed by, parties to the particular type of assignment or to the assignment of the particular category of receivables.

Failure of the assignor to perform the original contract does not entitle the debtor to recover from the assignee a sum paid by the debtor to the assignor or the assignee.

When a negotiable transport document or a negotiable electronic transport record has been issued, the following paragraphs apply

An assignment is international if, at the time it is made, the places of business of the assignor and the assignee are in different States.

One suggestion was that the words quot to the assignor quot at the end of paragraph (1) should either be deleted or be supplemented by the words quot or to another person quot in order to avoid excluding from the scope of the draft Convention assignments in which value, credit or related services were given or promised not to the assignor but to another person affiliated with the assignor or to whom the assignor owed a debt.

quot (1) Unless otherwise provided by law or by agreement between the assignor and the assignee, any personal or property rights securing payment of the assigned receivables are transferred to the assignee without a new act of transfer.

Article 49. Delivery when negotiable transport document or negotiable electronic transport record is issued

1. In a claim by the assignee against the debtor for payment of the assigned receivable, the debtor may raise against the assignee all defences and rights of set off arising from the original contract, or any other contract that was part of the same transaction, of which the debtor could avail itself as if the assignment had not been made and such claim were made by the assignor.

The Working Group next turned to the question whether a receivable owed by several debtors or to several assignors would be international, even if only one debtor or only one assignor was located in a country other than the country in which the other party to the transaction was located, and to the question whether an assignment in which several assignors or several assignees were involved would be international, even if only one assignor and one assignee were located in different countries.

Such an approach would allow assignors and assignees to plan in order to structure their assignment so that it would fall under the scope of the draft Convention or not.

There were several mechanisms whereby technology transfer could be achieved, but to be successful, the transfer should be a transfer of knowledge, not the transfer of a technology package (know why as well as know how).

(a) under article 7 (previously 4) agrees with the carrier to replace a negotiable transport document by a negotiable electronic transport record or to replace an electronic transport record by a negotiable transport document, or

conversion or transfer of the proceeds of crime (article 6.1 (a) (i))

2. An agreement concluded after notification of the assignment between the assignor and the debtor that affects the assignee's rights is ineffective as against the assignee unless

When no negotiable transport document or no negotiable electronic transport record has been issued, the following paragraphs apply

(3) A receivable assigned by the assignee to a subsequent assignee is transferred notwithstanding any agreement limiting in any way the assignor apos s right to assign its receivables.

(a) The assignor has the right to assign the receivable

Transfer of rights securing the assigned receivables

2. Unless otherwise agreed between the assignor and the assignee, the assignor does not represent that the debtor has, or will have, the ability to pay.

(b) Notification of the assignment or a payment instruction may relate to receivables arising after notification and that notification of a subsequent assignment constitutes notification of all prior assignments.

1. Unless otherwise agreed between the assignor and the assignee, the assignor represents at the time of conclusion of the contract of assignment that

Assignor and assignee