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  3. Law: Patents, Trademarks, Copyright

une condition de substitution du Tiers dans l’ensemble des obligations

English translation: Third party must substitute itself for the transferring Party in relation to all obligations

10:25 Apr 7, 2016
French to English translations [PRO]
Law/Patents - Law: Patents, Trademarks, Copyright
French term or phrase: une condition de substitution du Tiers dans l’ensemble des obligations
Hello, this is a collaborative agreement or contract between two parties concerning how they are going to deal with joint or separate inventions resulting from their partnership.

Here is the entire paragraph:

"Toute cession éventuelle par une Partie à un Tiers de sa quote-part de titre de propriété industrielle stipulera, en faveur des autres Parties Copropriétaires et de leurs ayants droit, une condition de substitution du Tiers dans l’ensemble des obligations acceptées par la Partie cédante au titre du Contrat."

The part that is bothing me is:

'stipulera...une condition de substitution du Tiers dans l’ensemble des obligations'

This is what I understand more or less, but I am not 100 % confident of the terminology:

'If a third party takes over an industrial property title, this will require the third party to take on, not just the title, but all the obligations of the transferring party'?

Thanks in advance.
Linda Brunet
Local time: 21:47
English translation:Third party must substitute itself for the transferring Party in relation to all obligations
Explanation:
not enough space for all of:

by adding as a condition of the transfer that this Third party must substitute itself for the transferring Party in relation to all obligations of this Party accepted by the present contract

can't see how to make it shorter; the key part is the the construction:


[the party acquiring the rights/the Title] must substitute itself for [the transferring Party] in relation to [all obligations that the Party accepted by this Contract


the rest can be reshuffled in many ways, there is no point in sticking strictly to the word order and structure of the ST, as long as the distinction is made clear between the present contract between present co-owners of the title and a possible future contract between one of co-owners and a third party.

"Toute cession éventuelle par une Partie à un Tiers de sa quote-part de titre de propriété industrielle stipulera, en faveur des autres Parties Copropriétaires et de leurs ayants droit, une condition de substitution du Tiers dans l’ensemble des obligations acceptées par la Partie cédante au titre du Contrat."

'if one Party [one of the co-owner of this industrial property title] transfers his/her part of the title to a Third party, it will do so only by adding as a condition of the transfer that this Third party must substitute itself [for the transferring Party] in relation to all obligations of this Party defined by the present Contract'

FEW SAMPLES:

In addition, the absorbing company must enter into its own books any provisions which were in the
absorbed company’s books, and must substitute itself for the absorbed company in respect of any
deferred capital gains.
http://www.ihk-potsdam.de/blob/pihk24/international/anlagen/...

French State must substitute itself for AFD if it cannot pay its debts By law, the French State has ultimate responsibility for AFD s solvency (Law 80-539) Credit institution with a permanent role serving the public interest Subject to European prudential banking regulation AFD s issues carry a risk weighting of 20% (Basel II Standardized Approach) 12
http://docplayer.net/15207981-Feb-2015-fixed-income-investor...


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Note added at 9 hrs (2016-04-07 19:50:51 GMT)
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the key element is the construction: ...
Selected response from:

Daryo
United Kingdom
Local time: 20:47
Grading comment
Thanks again, very helpful.
4 KudoZ points were awarded for this answer



Summary of answers provided
4A substitution (or replacement) condition imposed on the Third Party of all obligations
Aimee Flower
4Third party must substitute itself for the transferring Party in relation to all obligations
Daryo


  

Answers


39 mins   confidence: Answerer confidence 4/5Answerer confidence 4/5
A substitution (or replacement) condition imposed on the Third Party of all obligations


Explanation:
I think your summary is close but it definitely seems to me that replacement conditions are being imposed on the Third party taking on the obligations of the transferor not just all conditions.

Aimee Flower
United Kingdom
Local time: 20:47
Native speaker of: English

Peer comments on this answer (and responses from the answerer)
agree  Chakib Roula
14 mins
disagree  Daryo: you can't translate just one fraction of an incomplete sentence without knowing what's before + what is in law a "replacement condition" ?
35 mins
Login to enter a peer comment (or grade)

1 hr   confidence: Answerer confidence 4/5Answerer confidence 4/5
Third party must substitute itself for the transferring Party in relation to all obligations


Explanation:
not enough space for all of:

by adding as a condition of the transfer that this Third party must substitute itself for the transferring Party in relation to all obligations of this Party accepted by the present contract

can't see how to make it shorter; the key part is the the construction:


[the party acquiring the rights/the Title] must substitute itself for [the transferring Party] in relation to [all obligations that the Party accepted by this Contract


the rest can be reshuffled in many ways, there is no point in sticking strictly to the word order and structure of the ST, as long as the distinction is made clear between the present contract between present co-owners of the title and a possible future contract between one of co-owners and a third party.

"Toute cession éventuelle par une Partie à un Tiers de sa quote-part de titre de propriété industrielle stipulera, en faveur des autres Parties Copropriétaires et de leurs ayants droit, une condition de substitution du Tiers dans l’ensemble des obligations acceptées par la Partie cédante au titre du Contrat."

'if one Party [one of the co-owner of this industrial property title] transfers his/her part of the title to a Third party, it will do so only by adding as a condition of the transfer that this Third party must substitute itself [for the transferring Party] in relation to all obligations of this Party defined by the present Contract'

FEW SAMPLES:

In addition, the absorbing company must enter into its own books any provisions which were in the
absorbed company’s books, and must substitute itself for the absorbed company in respect of any
deferred capital gains.
http://www.ihk-potsdam.de/blob/pihk24/international/anlagen/...

French State must substitute itself for AFD if it cannot pay its debts By law, the French State has ultimate responsibility for AFD s solvency (Law 80-539) Credit institution with a permanent role serving the public interest Subject to European prudential banking regulation AFD s issues carry a risk weighting of 20% (Basel II Standardized Approach) 12
http://docplayer.net/15207981-Feb-2015-fixed-income-investor...


--------------------------------------------------
Note added at 9 hrs (2016-04-07 19:50:51 GMT)
--------------------------------------------------

the key element is the construction: ...

Daryo
United Kingdom
Local time: 20:47
Native speaker of: Native in SerbianSerbian, Native in FrenchFrench
PRO pts in category: 31
Grading comment
Thanks again, very helpful.
Notes to answerer
Asker: That's brilliant thanks very much. It is more or less what I understood but I didn't have the legal brain to express it and I wasn't super confident of my understanding. Couldn't be much clearer now, thanks again.

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