Back to back warranties meaning

Consider the nature of the IP right From a lender’s standpoint, use this checklist to pinpoint key points when taking IP as security and the steps to implement it... Identify the IP right and applicable law; patents, trade marks, registered designs and copyright can be mortgaged or charged... Select security: a legal mortgage (assignment plus redemption and exclusive licence‑back) offers stronger control than a fixed charge; for charges, restrict disposals and hold an executed undated assignment in escrow (verify foreign recognition)... Confirm ownership, term, existing security, licences and third‑party interests; demand warranties and title evidence, especially for unregistered rights... Assess validity and maintenance: search prior rights, check renewals and genuine use, monitor infringement, review litigation; obtain professional opinions where needed... Value the right and routes on default (licensing or sale); add complementary assets if required... Cover associated rights and materials: unregistered marks/goodwill (only with the business), unregistered designs, database right, know‑how/confidential information, domain names, and software/source code with escrow... Register...

Checklist This Checklist highlights the principal points and provisions to address when preparing and negotiating the novation of a contract to a third party. Precedents Novation agreement-long form Novation agreement-short form Deed of novation-long form Deed of novation-short form Short form letter of novation Information on novation Practice Note: How to novate a contract Practice Note: Novation-why and how to novate a contract Third parties, subcontracting and transfers-overview For sector-specific guidance in construction, see: Novation in construction projects-overview. Note that for contracts novated on or after 31 December 2018, the Business Contract Terms (Assignment of Receivables) Regulations 2018, SI 2018/1254 may render ineffective any restrictions on assigning receivables. For further detail, see the drafting notes and optional clauses in Precedent: Assignment clause, and News Analyses: Updated draft regulations on business contract terms and Back for good-new Business Contract Terms (Assignment of Receivables Regulations) 2018. The Regulations as made introduce...

Use this Checklist when preparing a sub‑contract agreement for a main contractor, or prime contractor, that engages a sub‑contractor to fulfil particular obligations under the main or prime contract. It is appropriate when drafting a sub‑contract for a commercial transaction involving the supply of goods and services, or other generic commercial activities, but it is not intended for a construction sub‑contract, nor for sub‑contracting consultancy services. For an illustrative agreement suitable for a sub‑contract covering a commercial transaction for the supply of goods and services, or comparable generic commercial activities, see Precedent: Sub‑contract agreement. For a more detailed analysis of the legal and practical considerations when entering into a sub‑contract, or when granting permission to sub‑contract, see Practice Note: Subcontracting. Initial matters Verify that the parties named within the contract itself are correct, accurate throughout and complete...

This Practice Note outlines several frequently encountered assignment situations and the principal points to bear in mind when dealing with them, including intra-group transfers, the assignment of debts, and warranties. For insight into the requirements for a valid contractual assignment, see Practice Note: What constitutes a valid assignment of a contract? For practical and commercial factors relevant to assigning contractual rights, see Practice Note: How to assign rights under a contract. Intra-group assignment Companies within a group commonly wish to be able to transfer contractual rights between entities without obtaining consent, as a matter of internal flexibility. This can be particularly relevant where an assignee may later cease to belong to the assignor’s group. In such circumstances, the assignee might be required to assign the rights back to the assignor, or to another member of the assignor’s group, immediately on ceasing to be part of the relevant group. For analysis of issues that may arise in this context, see Practice Note: Common issues in an intra-group reorganisation...

This Practice Note explores the key legal and commercial considerations when bringing in a third party to create a new website. Websites range from straightforward plain‑text HTML pages to sophisticated internet applications, social networking services and business platforms. Modern users expect sites to be advanced, interactive, functional and responsive—requirements that designers and developers must embed in both planning and build phases. Agencies typically provide teams of developers and designers to manage projects end to end. However, it is also common for these specialists to work independently on a freelance basis—either outsourced by agencies or contracted directly by customers. Consequently, a customer may not deal with one agency but with several developers/designers separately at different stages of a development project. In all cases, it is vital to appreciate the role and purpose of each specialist discipline throughout the development process, including the nature of the work each undertakes. For template agreements, see Precedents: Website development agreement—short form Website development agreement—long form Website design ...

What are exclusion clauses Unlike certain exclusion or exemption terms used in general contracts, an exclusion clause in an insurance policy is seldom intended to remove, curb, or cap a party’s legal liability. Instead, such provisions delineate the edges of the insured risk by specifying what is not insured under the policy. Whereas insuring provisions are often drafted broadly for ease, exclusions operate to pare back the breadth of cover. Exclusion clauses must be differentiated from other policy terms, including conditions precedent and warranties. The role of an exclusion is to identify, from the outset, those particular perils that insurers will not cover in any circumstances under the policy. Conditions precedent and warranties, by contrast, only influence the extent of insurance when the insured breaches them. Under the Insurance Act 2015, a breach of a condition precedent or warranty can result in the insurer’s liability being discharged, or cover being suspended under the policy. Common exclusions Some exclusions regularly appear across various policies, for example: ...

This agreement is dated [ insert date ] (the Commencement Date) and is entered into between the parties set out below (each a ‘party’ and together the ‘parties’). Parties [ insert Assignor name ], a company incorporated in [ England and Wales ], registered number [ insert company number ], with its registered office at [ insert registered office ] (Assignor); and [ insert Assignee name ], a company incorporated in [ England and Wales ], registered number [ insert company number ], with its registered office at [ insert registered office ] (Assignee). Background [ The Assignor and the Assignee have entered into an agreement [ dated [ insert date ] ] for the sale of [ the [ insert name ] business and/or certain business Assets ] by the Assignor as seller to the Assignee as buyer OR [ insert other description of relevant transaction (referencing any relevant related agreements) ] ] (the Transaction). The Assignor...

Insert as new clauses 11.13 and 11.14 of Precedent: Asset purchase agreement—pro-buyer—corporate seller—conditional—long form: 11 Warranties 11.13 The Seller recognises that: Following Completion, the Buyer intends to transfer [ all OR some of ] the Assets (the Resale Transaction) to a Buyer’s Group member or a third party (the Resale Buyer); Under the Resale Transaction, the Resale Buyer will rely, among other things, on warranties from the Buyer (the Resale Warranties); and The Resale Warranties will mirror those in Schedule [ 12 OR [ insert number for warranties schedule ] ]. 11.14 The Seller agrees that: If the Buyer makes any Warranty Claim after a Resale Transaction, the Seller shall not challenge it due to the Buyer entering the Resale Transaction or giving the Resale Warranties, nor argue that the measure of damages or relief is affected or reduced as a result; and The Buyer may treat any loss or damage it suffers from...

8 Warranties 8.14 The Seller acknowledges that: following Completion, the Buyer plans to transfer [ all OR some of ] the Sale Shares (the Resale Transaction) to a member of the Buyer’s Group or a third party (the Resale Buyer); under the Resale Transaction, the Resale Buyer will, among other matters, rely on warranties given by the Buyer (the Resale Warranties); and the Resale Warranties will be in the same form as those in Schedule [ 4 OR [ insert number for warranties schedule ] ]. 8.15 The Seller agrees that: if, after a Resale Transaction, the Buyer makes a Warranty Claim, the Seller will not dispute it because the Buyer entered into the Resale Transaction or gave the Resale Warranties, nor argue that the measure of damages or the form of relief is affected or reduced as a result; and the Buyer may treat or attribute any loss or damage it suffers due to a claim...