Counterparty meaning

This checklist presents core tax queries to raise with a joint venture counterparty. The goal is to identify the principal UK tax considerations that could arise for the remaining joint venture participant(s) and/or any joint venture vehicle, with those potential matters highlighted in the list. It is assumed that the parties are UK tax resident corporate entities and that any joint venture vehicle will also be UK tax resident. The following Practice Notes give further detail on the UK tax issues signposted in this checklist and highlighted in this checklist as follows: The tax consequences of contractual joint ventures The tax consequences of establishing a joint venture partnership The tax consequences of operating and terminating a joint venture partnership The tax consequences of establishing a joint venture company The tax consequences of operating and terminating a joint venture company The tax consequences of international joint ventures The transfer pricing and joint ventures The tax influences on choice of joint venture...

Legal issues This checklist sets out the main terms and matters to bear in mind when preparing and negotiating indemnity provisions in commercial (business-to-business) contracts. For model wording with drafting notes, see Precedent: Indemnity clause-commercial contracts. For more on indemnities, consult the following Practice Notes: Indemnities in commercial contracts Guarantees and indemnities-general contract For a practical guide to reviewing an indemnity clause in B2B agreements, see Practice Note: How to review an indemnity clause. General comments What to watch out for Is an indemnity appropriate? An indemnity is a contractual promise by one party to reimburse the other for specified loss or damage or, in some instances, to relieve them from liability. Unlike a guarantee, it imposes a primary obligation that may not rely on a third party’s default. Assess if an indemnity is the right mechanism or whether a guarantee is preferable, for example where a parent company guarantees a subsidiary’s obligations. If advising the indemnifier, consider...

Power purchase agreements (PPAs), and the consequent checklist considerations, will differ according to several elements, such as the generation technology adopted and, notably, whether any feedstock or fuel is necessary to run the finished plant. The nature of the deal—be it a short-term trading arrangement or a longer-term contract required to support financing—will likewise be influential. This Checklist proceeds on the basis of a ‘conventional’ PPA with a licensed supplier as the counterparty. Other forms exist, including corporate PPAs where the buyer is an end user, potentially linked to the plant by a private wire. For additional detail on corporate PPAs, see Practice Note: Corporate Power Purchase Agreements—an introduction to structuring power purchase arrangements between large energy users and remotely located generators. What is/check the duration of the agreement? Where a PPA is needed to underpin external financing for a new generating asset, the PPA term should, as far as practicable, ideally align with the tenor of any loans advanced to fund the scheme and the associated project...

In this issue: Contract law PFI/PF2 contracts Construction industry news Daily and weekly news alerts New and updated content Construction trackers Contract law Compliance with a notification clause—does the other side know enough? (Drax v Scottish Power) In Drax Smart Generation Holdco Ltd v Scottish Power Retail Holdings Ltd [2024] EWCA Civ 477, the Court of Appeal examined the contractual rules on notices of claim. These notification provisions are commonplace in share purchase agreements and, with growing regularity, in other forms of agreement. In essence, such clauses state that, before one party can bring a claim against the other, the claimant must first serve a notice of that claim on the counterparty. Non-compliance with the notification clause can render the claim unenforceable and expose it to being struck out and/or summarily dismissed. What, then, amounts to compliance? In this matter, the Court of Appeal indicated that it is sufficient if the recipient is provided with enough information...

Beyond the articles featured in full within the Financial Services news feed on 28 February 2024, subscribers might wish to note these further developments also of interest: FCA: Decision Notice: JM Financial (UK) Limited FCA: Decision...

In this issue: Air emissions and climate change Environmental enforcement and prosecutions Energy for environmental lawyers ESG and sustainability Hazardous substances and chemicals Key developments and materials Marine Waste producer responsibility regimes Wildlife, biodiversity and habitat conservation LexTalk Environment: a Lexis Nexis community Daily and weekly news alerts New and updated content Trackers Useful information Air emissions and climate change DESNZ has released the government’s response to the consultation on regulatory proposals for the CCUS transport and storage Revenue Support Agreement counterparty direction. The CO2 T&S business model aims to catalyse early carbon capture, transport and storage networks by providing revenue support. The response confirms it is suitable to move forward with regulations concerning the Secretary of State’s power to direct a counterparty to make an offer to contract. See: LNB News 29/02/2024 40. DESNZ has also opened a call for evidence to inform a future policy framework for...

This Practice Note This Practice Note sets out a hands-on framework for dealing with disagreements about the proper construction of a contract. It draws on the principles of contractual construction contained in the following Practice Notes and should be considered alongside that guidance: Contract interpretation—the guiding principles Contract interpretation—rules of contract interpretation The situations in which such disagreements emerge are endlessly diverse. Yet, whether it surfaces as a client approaching you about an unforeseen demand from a contracting counterparty, or as the reply from a third party on whom you have served such a demand, the core refrain is the same—‘that’s not what was agreed’. Once that contention is made, practitioners will typically seek to conclude the dispute promptly and without resort to costly proceedings. A firm understanding of how a court would tackle the construction of the disputed term(s) will allow you to make assured decisions about whether it is in the client’s best interests to litigate if a satisfactory compromise...

This Practice Note sets out how to build a negotiation approach, offering tips on organising facts, aligning with client goals (including identifying the best alternative to a settlement), appraising the other side’s stance, selecting negotiation techniques, and deciding whether to open with a settlement proposal or a preliminary discussion. For direction on who should participate in settlement talks, and on confidentiality and the effect of ‘subject to contract’, see Practice Note: Settling disputes—who, confidentiality and subject to contract. For assisted routes to settlement, see Practice Note: What is ADR? and related material. For guidance on making offers and recording a deal, see Practice Notes: Settling disputes—settlement offers (Calderbank, WPSAC and Part 36) Settling disputes—how to document a settlement and related content Settling disputes—an early strategy for settlement A stage of litigation involves exchanging information under an applicable pre-action protocol or, if none governs the claim, under the Practice Direction Pre-Action Conduct and Protocols. The Letter of Claim and the Letter of...

Affirmation signifies an intention to carry on with a contract. It may arise where there is: a repudiatory breach of contract (including anticipatory breach (renunciation)), or a misrepresentation entitling the innocent party to rescind the contract It is crucial to understand what affirmation entails and what it demands, so you are alert to the risks if a counterparty commits a repudiatory breach. A lack of understanding could result in your client failing to affirm a contract it wishes to continue, or accidentally surrendering its right to terminate by accepting a repudiatory breach. This Practice Note concentrates on affirmation in the event of repudiatory breach. For affirmation in the setting of misrepresentation, see where other remedies are available below. and repudiatory breach A repudiatory breach is a breach of contract that strikes at the very core of the agreement, empowering the innocent party to treat the contract as disregarded and to decline to be bound by its terms...

Headed notepaper of seller/assignor To: [ Insert name and address of contractual counterparty ] [ Insert date ] Dear [ insert contact name at contractual counterparty ], Request for consent to assignment of contract We make reference to the agreement dated [ insert date ] between [ insert name of seller/assignor ] and [ insert name of contractual counterparty ], pertaining to [ insert details of contract ] (the Contract )...

Notice of assignment of contract—private M&A—asset purchase headed notepaper of seller/assignor To: [ Insert name and address of contractual counterparty ] [ insert date ] Dear [ insert contact name/title at contractual counterparty ], Notice of assignment of contract We write in connection with the agreement dated [ insert date ] between [ insert name of seller/assignor ] and [ insert name of contractual counterparty ], which concerns [ insert details of contract ] (the Contract ) [ and further to our request for your consent to the assignment of the Contract dated [ insert date ] ]...

Notice designating an Early Termination Date following a Credit Event Upon Merger/Additional Termination Event/Tax Event Upon Merger where Burdened Party is not Affected Party [ Insert Lead-in Language ] We hereby give notice that the following matters have occurred: [ Set out, with an appropriate level of specificity, the facts and circumstances that result in the Credit Event Upon Merger/Additional Termination Event/Tax Event Upon Merger in which the Burdened Party is not the Affected Party, and identify the Affected Transactions. Your explanation should be detailed enough and expressly linked to the relevant wording of Section 5(b) or the Additional Termination Event provision so that the counterparty can reasonably understand the basis for your determination. ]...