Conditions precedent meaning

Use this checklist when representing the seller in the disposal of a registered freehold residential property, whether offered with vacant possession or burdened by a lease or multiple leases. It is not comprehensive and will not address every eventuality in every transaction. You should always consider if there are additional matters that require attention. It does not purport to be a complete guide for every case. Preliminary matters Have you taken instructions from the client? Robust due diligence and effective transaction management depend on a clear grasp of the seller’s objectives and the proposed sale terms. Obtain full instructions, and clarify any elements of your brief that are unclear or out of the ordinary. Consider whether further specialist input is required; for example, planning advice where completion is conditional upon planning permission being secured. The table below sets out some of the principal points on which instructions should be obtained at the outset. This list is not comprehensive, and you may need to request information about additional...

Checklist This Checklist sets out key provisions commonly included in a mobile virtual network operator (MVNO) agreement, under which a mobile network operator, as Supplier, provides wholesale access for resale to the MVNO’s own retail customers. It focuses on provisions specific to this type of contract. See also the Precedent: MVNO agreement. Definitions Agreement – the MVNO agreement between the MVNO and the Supplier for the provision of the Services End-User – a customer of the MVNO IPR – intellectual property rights MVNO – mobile virtual network operator, the customer in the Agreement Services – the wholesale network services provided to the MVNO by the Supplier Supplier – the mobile network operator supplying network services to the MVNO The third column can be used to capture observations or comments as the Checklist is completed. General terms and conditions ☐ Consider the term. The term typically reflects the level of bespoke development and investment...

STOP PRESS: The Economic Crime and Corporate Transparency Act 2023 (ECCTA 2023) obtained Royal Assent on 26 October 2023. Part 1 of ECCTA 2023 introduces a substantial suite of measures that strengthen the role of Companies House and promote greater transparency across UK corporate entities. The Act will be brought into effect in phases over an extended timeframe. Numerous provisions will depend on detailed secondary legislation and accompanying guidance, alongside the development and rollout of new technical systems, processes and tools to implement the reforms. For further information, see Practice Notes: The Economic Crime and Corporate Transparency Act 2023—what Banking & Finance lawyers need to know, The Economic Crime and Corporate Transparency Act 2023—tracker, and Corporate transparency reform—changes to company registers. What are a company's constitutional documents?...

Lonham Group Ltd v Scotbeef Ltd & another [2025] EWCA Civ 203 Traditionally, English insurance law placed onerous burdens on insured parties: they were required to reveal every material circumstance capable of affecting the judgment of a prudent insurer when setting the premium or determining whether to accept the risk. If they did not, the insurer could treat the policy as though it never existed. Likewise, any failure to comply with a warranty discharged the insurer from liability under the policy, regardless of the warranty’s relevance to the risk and irrespective of whether the breach was later remedied. In the early development of insurance, these severe rules were arguably justified by the informational imbalance between insured and insurer. By the twenty-first century, however, a more sophisticated market generated pressure for reform. For non-consumer insurance, the result was IA 2015, which marked a substantial change in approach. The previous duty of disclosure was replaced by a duty of fair presentation, and only in defined circumstances could an...

Restructuring & Insolvency weekly highlights—9 October 2025 In this issue: Key R&I developments Corporate insolvency processes Directors and insolvency International restructuring and insolvency Daily and weekly news alerts Key dates for restructuring and insolvency professionals New content New Q&As Key R&I developments Government departments update ECCTA guidance on AML information sharing measures Guidance on information‑sharing measures under the Economic Crime and Corporate Transparency Act (ECCTA) 2023 has been refreshed by the Home Office, HM Treasury, the Ministry of Justice, Companies House, the Serious Fraud Office and the Department for Business and Trade. Released on 3 October 2025, it explains how anti‑money laundering regulated firms (AML regulated firms) can pass customer data either directly or via third‑party intermediaries to prevent, detect and investigate economic crime. It addresses the warning and request conditions for disclosures made under the direct sharing route, practical issues such as cross‑sector sharing mechanisms, and obligations concerning reports to law enforcement, UK...

In this issue: Autumn Budget 2024 Social care Social housing Education Governance Children’s social care Healthcare Pensions Planning LexTalk®Local Government: a Lexis®Nexis community Daily and weekly news alerts New and updated content Latest Q&A Autumn Budget 2024 Welsh Government responds to Autumn Budget 2024 The Welsh Government has issued a written statement from the Cabinet Secretary for Finance and the Welsh Language, Mark Drakeford, addressing the Autumn Budget 2024. Wales will receive an extra £774m. Drakeford characterises the Budget as a positive boost for Wales, supporting citizens, communities, local enterprises and public services across the country nationwide. See: LNB News 31/10/2024 33. Social care When is a private care provider exercising a public function for the purposes of section 6 Human Rights Act 1998? (Sammut v Next Steps Mental Healthcare Ltd) Because the provider did not validly obtain authorisation for depriving a patient of liberty in its...

Real estate finance (REF) transactions REF deals fall into two categories: investment finance and development finance. The difference depends on whether the property is bought as an investment that already produces income, or acquired with the intention that it will be developed. Investment finance transactions are encountered more frequently than development finance transactions. For a general introduction to investment facilities in real estate finance, see the following Practice Notes: Introduction to real estate finance—the lending structure Real estate finance—investment facilities—key features The Loan Market Association (LMA) has issued a recommended form of facility agreement for real estate finance investment transactions, accompanied by a user guide. Both are available to LMA members—see the Single Currency Term Facility Agreement for Real Estate Finance Multi-property Investment Transactions (LMA REF Investment Facility Agreement) and the related user guide on the LMA website. Real estate finance transactions can differ markedly, and the LMA acknowledges in its user guide that producing a genuine ‘standard form’ document for...

Most lending deals involve the use of formal legal opinions issued by counsel. Commonly, they are required as a necessary condition precedent to funding, or before the finance documents are executed and put into effect. The recipient, most often the lender, receives confirmation of specified legal issues connected with the loan transaction at hand. While widely encountered across numerous lending structures, they can be challenging in both legal and practical terms, and should therefore be negotiated and settled at the earliest possible stage of the transaction process, during initial stages of the process itself...

This Practice Note outlines the principal issues to take into account when altering an existing facility agreement. It covers: typical drivers and rationales for changing a facility agreement key considerations when amending a facility agreement in the context of a bilateral or syndicated transaction matters to address where guarantees or security are in place ways to document an amendment, including whether to use an amendment letter, an amendment agreement, or an amendment and restatement agreement usual conditions precedent to effectiveness points concerning fees, costs and expenses This Practice Note does not address one-off waivers and consents. For further information on waivers and consents, see Practice Note: Waivers and consents. For material on amending security documents, see Practice Note: Amending security documents. For general contract law guidance on varying a contract, see Practice Note: Contract variation. Common reasons for amending a facility agreement After execution of the facility agreement and once funding has taken place, the borrower’s situation...

This Agreement, dated [ • ] 20[ • ], is entered into between the following parties: Parties [ insert name of Borrower ], a company incorporated in England and Wales with registered number [ insert company number ], whose registered office is at [ insert address ] (the Borrower); and [ insert name of Lender ] of [ insert address ] (the Lender). Background (A) [ insert description of background to transaction ]. (B) The Lender has agreed to provide the Facility (as defined below) to the Borrower on the terms and conditions contained in this Agreement...

Agreement concerning [ insert brief details of the works/project ] at [ insert address of works ] (incorporating, among other things, the JCT Standard Building Sub-Contract Agreement 2024 (SBCSub/A 2024) and the JCT Standard Building Sub-Contract Conditions 2024 (SBCSub/C 2024), each as amended and supplemented as set out in this Agreement and in the Schedules to it). This Agreement is dated the [ insert number ] day of [ insert month ] 20[ insert year ] Parties [ insert name of the Contractor ] (company registration number [ insert number ]), whose registered office is at [ insert address of the Contractor ] (“the Contractor”) [ insert name of the Sub-Contractor ] (company registration number [ insert number ]), whose registered office is at [ insert address of the Sub-Contractor ] (“the Sub-Contractor”) Now it is agreed that: 1 Interpretation In this Agreement, words and expressions carry the meanings respectively attributed to them in the JCT SBCSub/A 2024 and...

1 Definitions Completion – denotes the Date of Entry or, if later, the day the Price is paid and the purchase of the Property [ and Business ] is finalised under the Missives; Business – denotes the [ insert number ] [ star, ] [ , hotel ] [ , restaurant ] [ , café ] [ , bar ] [ , public house ] enterprise conducted by the Seller at the Property, providing [ [ describe accommodation type eg rooms, apartment or hotel ] ] [ , the sale of food and beverage ] [ , weddings ] [ , conference centre ] [ , leisure centre ] [ , spa ] [ , golf course ] [ , hairdresser ] [ , on-site staff accommodation ] together with all other activities, including those ancillary, incidental to, or connected with such business; Conclusion Date – means, unless stated otherwise, the first date on which the Missives bring about a concluded contract; Date of...