Indemnity meaning

The employer and its advisers ought to reflect on the following matters: Preparatory steps From the employer, gather: a copy of the departing employee’s latest employment contract and any other documents setting out contractual terms (note: these might sit within a staff handbook) particulars of the employee’s contractual benefits pertinent details about the employee’s pension entitlements information on any shares/share options held by the employee; review the Articles of Association, any relevant shareholder agreement, and share scheme documentation. See also Shares and share options below Status of negotiations Will discussions occur directly between the parties, or via their respective legal advisers? How robust is the employer’s bargaining position? How credible are the employee’s existing or potential claims? For any dismissal, is there a fair reason and has a fair procedure been followed? Is the employer in repudiatory breach? What is the employer initially...

What this checklist covers This checklist identifies the principal matters a solicitor advising a first time issuer should review and, where appropriate, propose amendments to when considering an English law trust deed for a debt securities issue. It applies to trust deeds for both secured and unsecured debt securities. It should be read alongside Practice Note: Trust deed—first time issuer's guide, which explains: the advantages and disadvantages of appointing trustees in debt capital markets transactions and the nature of the relationship between an issuer and a trustee, and the practical aspects of the main provisions commonly included in trust deeds for debt capital markets transactions Although the terms and conditions of the debt securities being issued will be set out in an annex to the trust deed, this checklist does not cover terms and conditions—these are addressed in Terms and conditions—first time issuer's negotiation checklist and Practice Note: Terms and conditions—first time issuer's guide. References are made to provisions by their usual...

ARCHIVED: This checklist has been archived and is not maintained. Insured party name Name Prospective claimant name Name Policy reference Policy number Policy term Policy period Earlier policies Previous policies Date of notification Date Is the person or entity making the notice on the policy schedule, or in the proposal?...

In this issue: Advertising, marketing and sponsorship Contracts Data protection International Supply chain LexTalk®Commercial: a Lexis®Nexis community Daily and weekly news alerts New and updated content Dates for your diary Trackers Advertising, marketing and sponsorship ASA rulings—5 November 2025 The Advertising Standards Authority (ASA) received a single complaint about advertising by On The Beach Ltd, which stated that customers booking particular holidays would be given free access to airport lounges. The ASA upheld the complaint. See: LNB News 05/11/2025 27... Contracts Ms Amlin Marine NV (on behalf of Ms Amlin Syndicate AML/2001) v King Trader Ltd [2025] EWCA Civ 1387 The Court of Appeal (Civil Division) dismissed the appellants’ challenge and confirmed that a ‘pay first’ clause in a marine insurance policy was enforceable against the Charterer. The policy had been issued by MS Amlin Marine NV to Bintan Mining Corporation (the Charterer), which had chartered the vessel Solomon Trader...

Banking & Finance—October 2024 case round-up Brierley v Otuo and others [2024] EWHC 2549 (Ch) — Security: cost recovery on legal mortgages The court refused the mortgagee’s appeal against a 28 July 2023 order that barred recovery of sale and enforcement costs on specified properties. The decision followed the established rule on legal mortgages set out in Fisher & Lightwood’s Law of Mortgage (paragraph 55.6). Put simply, unless the mortgage contains an express term, there is no implied duty on the mortgagor to pay the mortgagee’s costs, charges and expenses, so they cannot be recovered from the mortgagor personally, save where personal liability has arisen in the particular case. Nevertheless, those costs are rolled into the secured indebtedness and, as against the mortgagor and anyone with an interest in the equity of redemption, they are treated as part of the amount owing under the security and must be satisfied as a condition of redemption......

In this issue: Companies and corporation tax Stamp taxes VAT Individuals and income tax Taxes management and litigation Employment taxes Budget and Finance Bills Daily and weekly news alerts New and updated content Dates for your diary Trackers Useful information Companies and corporation tax Court of Appeal decides interest on intra-group loans not restricted under transfer pricing rules but debits disallowed under unallowable purpose rule (BlackRock Holdco 5, LLC v HMRC) BlackRock Holdco 5, LLC v HMRC [2024] EWCA Civ 330 considers whether, for UK tax purposes, interest on intra‑group borrowing put in place to help fund a commercial acquisition is deductible. Two principal points were before the Court of Appeal: the transfer pricing analysis and the loan relationships unallowable purpose question. On the transfer pricing limb, the Court of Appeal allowed the taxpayer’s appeal. As a result, deductions for interest on the intra‑group loans were not curtailed by the transfer...

This Practice Note forms part of the Lexis+® UK Corporate private equity buyout transaction toolkit. Timing Due diligence is typically undertaken after heads of terms are signed and confidentiality arrangements are in place. It then proceeds in parallel with negotiation of the main sale documents (share purchase agreement and associated ancillary papers) and the equity documents (investment agreement, senior debt (loan facility) agreement and, if required, loan note instruments). Most diligence is carried out early in the deal to enable the parties to agree suitable warranty and/or indemnity protection in the formal papers, and to support the seller’s and target management’s disclosures against their respective warranties. Disclosure letters are drafted and negotiated alongside the share purchase agreement and the investment agreement, and executed at the same time as those instruments. A first draft disclosure letter is usually produced only once diligence is well progressed and initial drafts of the relevant documents have already been circulated. What happens during this phase? Due diligence The private...

This Practice Note forms part of the Lexis+® UK Corporate private equity buyout transaction toolkit. Beyond choosing between a share sale and an asset sale structure, a range of matters should be weighed at the outset of a private equity buyout (MBO), before due diligence begins and the principal transaction documents are negotiated. These matters can influence the core commercial and legal terms, so each side is well advised to address them before settling any headline terms (and before executing heads of terms for both the acquisition and equity elements) and before fixing the transaction timetable. The topics outlined below (and in the Practice Notes referenced in this sub‑phase) may remain relevant throughout the deal, particularly during negotiation of the formal documentation, but they are highlighted early because lawyers for all interested parties ought to consider them and brief their clients as soon as possible. Corporate issues to consider Selected corporate law points are outlined below; applicability will vary with the nature of the deal and the parties...

Although the trusteeship is, in theory, held for life, a trustee can step down in several ways: by relying on a clause in the trust instrument if a successor can be found, retirement may proceed under section 36 of the Trustee Act 1925 (TA 1925) by using the statutory authority in TA 1925, s 39 through the beneficiaries’ written direction under section 19 of the Trusts of Land and Appointment of Trustees Act 1996 (TOLATA 1996) with the beneficiaries’ agreement under the rule in Saunders v Vautier by an order of the court under TA 1925, s 41 Express provision in the trust instrument that a trustee may unilaterally retire A trust instrument may confer on a trustee an express, unilateral power to retire. That said, some view such a term as encouraging a less diligent trustee to choose ‘the easy way out’. The instrument might also provide for automatic retirement once a stated age is reached. ...

The Schedule 1 Definitions 1.1 In this Schedule: Adequate Procedures – must be interpreted in line with BA 2010 and any guidance issued under it; Associated Person – means any or all of: (a) the officers, employees, agents, subcontractors, subsidiaries, and individuals Associated With a party (Associates); and (b) persons Associated With any of those Associates, in every instance engaged in carrying out services for, or on behalf of, that party, the Services, and/or this Agreement; and Associated With – where used: (a) in paragraph 2 and in relation to bribery, is to be construed in accordance with BA 2010 and guidance issued under it; (b) in paragraph 4 and regarding the facilitation of tax evasion, is to be construed in accordance with Part 3 of CFA 2017 and guidance issued under it; (c) in paragraph 5 and as regards fraud, is to be construed in accordance with Part 5 of ECCTA 2023 and guidance issued under it; BA 2010 – means the...

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...

This deed is dated the [ INSERT DAY ] of [ INSERT MONTH AND YEAR ]. Parties The persons whose particulars are set out in the Schedule (the Indemnifiers); and [ Insert names of the Joint Liquidators ] of [ insert name and address of the Joint Liquidators’ firm ] (the Joint Liquidators) BACKGROUND [ Insert name of the company ] (the Company) was incorporated in England and Wales under company number [ insert number ]. [ Insert names of the joint liquidators ] are to be appointed as Joint Liquidators of the Company (the Appointment) by the members via written resolution. In consideration of the Joint Liquidators accepting the Appointment, the Indemnifiers agree to indemnify the Joint Liquidators, together with the members and employees of the Joint Liquidators’ firm, in the manner set out herein...

What is pre-planning restrictive covenant insurance? Restrictive covenant insurance safeguards people holding an interest in land that is burdened or encumbered by a restrictive covenant. It generally also covers losses including: damages awarded against the insured expenses to modify or demolish a building or other structures to comply with a covenant abortive works costs legal costs This cover can be arranged before planning consent has been obtained for a development where the intended development site is burdened by restrictive covenants. That includes situations where planning permission has not yet been obtained. When is it appropriate to take out a pre-planning restrictive covenant insurance policy? Clearly, if a restrictive covenant looks likely to affect the proposed development, all efforts should be made to resolve matters at the earliest opportunity. Every effort should be made to iron out issues as early as possible...

From 1 October 2011, the majority of private sewers and lateral drains that, as at 1 July 2011, connected to a public sewer were automatically transferred by default to the sewerage undertaker, save where an appeal succeeded. Build over agreements are presently made between the water services company and the property owner; in the past, such agreements were concluded with the relevant local authority...

It can sometimes occur that an employee has more than one employer, and their contract of employment expressly confirms this. Joint employment should be distinguished from arrangements like secondments, where the sole employer lends their employee’s services to a third party, or from sole employment where the contract terms permit the employer to direct an employee’s work to a third party. A joint employment contract should plainly set out the basis on which each joint employer exercises control over the employee, and may provide for an indemnity between the joint employers in the event of an employment tribunal claim...