Tax covenant meaning

This checklist functions as a reference, highlighting considerations for buyer’s solicitors when drafting a share purchase agreement (also referred to as an SPA or share sale agreement) that records the sale and purchase of the entire issued share capital of a private limited company, where the transaction features split exchange as well as completion...

This Checklist This Checklist provides a reference to selected critical points for the seller’s lawyers to assess when preparing or reviewing a share purchase agreement (SPA, or share sale agreement) documenting the transfer of all issued share capital in a private limited company, in circumstances where the deal features exchange and completion happening concurrently within a single, combined timetable...

This checklist acts as guidance on key points for the buyer’s solicitors to review when preparing a share purchase agreement (also referred to as an SPA or share sale agreement), documenting the sale and purchase of the whole issued share capital of a private limited company, where the transaction features simultaneous exchange and completion...

In this issue: Key developments and horizon scanning Transferring property Leasing property Property management Residential property Environment, energy and buildings Easements, rights and covenants Property development Property taxes Property in Wales Property in Scotland LexTalk®Property: a Lexis®Nexis community Additional property updates this week Daily and weekly news alerts New and updated content Trackers New Q&As Key developments and horizon scanning BPF and Law Commission comment on draft Commonhold and Leasehold Reform Bill The British Property Federation (BPF) has issued its views on the draft Commonhold and Leasehold Reform Bill, warning that proposed caps on ground rents could undermine investments held by pension funds and institutional investors. It said investors who acted in good faith to meet pension liabilities should be compensated, and noted that government announcements do not address this point. While it supports parts of the commonhold package, including adjustments to funding for major works,...

In this issue: Key developments and horizon scanning Repairing obligations and dilapidations Residential tenancies Service charges Rent and rates Disputes and remedies Neighbour disputes Enfranchisement and right to manage Contractual issues Easements and covenants Property disputes in Scotland Additional Property Disputes updates LexTalk® Property Disputes: a Lexis®Nexis community Daily and weekly news alerts New and updated content Dates for your diary Trackers Key developments and horizon scanning The Renters’ Rights Act 2025—SDLT The Renters’ Rights Act 2025 is intended to bring in tenant-favourable reforms, yet recent reporting has stressed that the roll-out of assured periodic tenancies may result in SDLT becoming payable on rent for some tenants in the years ahead. While these SDLT provisions are long-standing, general awareness remains limited. Andrew Kerr and Ella Perrett of Burges Salmon assess the position. See News Analysis: The Renters’ Rights Act 2025–SDLT. Repairing obligations and dilapidations ...

In this issue: Air emissions and climate change Energy efficiency and buildings Energy efficiency of products Environmental disputes and proceedings Environmental enforcement and prosecutions ESG and sustainability Environmental taxes, reliefs and incentives Hazardous substances and chemicals Marine Nature, biodiversity and habitat conservation Sources of environmental law Daily and weekly news alerts New and updated content Trackers Useful information Air emissions and climate change DESNZ publishes UK greenhouse gas emissions national statistics The Department for Energy Security and Net Zero (DESNZ) has released the definitive official UK greenhouse gas emissions estimates covering the years from 1990 to 2022. For ease of reporting, DESNZ has grouped emissions within the Territorial Emissions Statistics into these sectors: electricity supply, fuel supply, domestic transport, buildings and product uses, industry, agriculture, waste, and land use, land use change and forestry. The figures show UK emissions fell by 50% between 1990 and 2022, according to...

Tax is a key consideration when selecting an appropriate structure for holding UK commercial property. The prevailing route for investing in UK commercial property is typically a UK‑incorporated, tax‑resident limited company. Non‑UK investors have also gravitated towards offshore ownership for investment, commonly via a non‑UK resident special purpose vehicle (SPV). Following reforms to the taxation of gains realised by non‑UK residents on UK immovable property from 6 April 2019, and to the taxation of property income of non‑UK resident companies from 6 April 2020, non‑UK resident companies that hold UK commercial assets now fall within UK corporation tax on gains (subject to certain exemptions) and on rental income. As a consequence, a number of the core tax attractions of using non‑UK resident SPVs to own UK commercial property have been curtailed. Nevertheless, acquiring UK commercial property through an offshore SPV remains a widely used and popular structure for many investors. It can still continue to provide a saving in stamp duty land tax when compared with purchasing the underlying...

Overview This Practice Note outlines key characteristics of covenant loose and covenant lite financings and considers certain risks that investors in these facilities may encounter. It assumes a degree of familiarity with leveraged finance terminology and documentation. For introductory material on leveraged finance financial covenants, see Practice Note: Leveraged finance—financial covenants. For an introductory guide to acquisition finance, see Practice Note: Introductory guide to acquisition finance. The Glossary of acquisition finance terms and jargon may also be helpful... Terminology Traditional ‘covenanted’ facility European leveraged facility agreements have traditionally included a package of financial covenants designed to monitor the borrower‑group’s financial performance against a base case financial model. The full suite typically comprises the following covenants: Leverage — this is the ratio of the group’s total [net] indebtedness to its earnings before interest, tax, depreciation and amortisation ( EBITDA ). The leverage ratio gauges the group’s indebtedness against its ordinary operating profit; the higher the ratio, the more indebted the group and the greater...

This Practice Note This Practice Note outlines the steps involved in transferring a commercial property. It proceeds on the basis that the asset is a registered freehold or leasehold, is being disposed of with vacant possession or subject to existing lease(s), and is being bought either as an investment or for the purchaser’s own occupation. It sets out the principal sections that map the usual stages of a sale and purchase, with each section signposting Lexis+ UK resources offering fuller guidance on the subjects covered: Preliminary matters Pre-exchange—the due diligence process The contract and exchange Between exchange and completion Completing the transaction Post completion The guidance here is not exhaustive and will not address every eventuality for every transaction. See also: Structure of real estate finance—overview Real estate in corporate transactions—overview Practice Note: Buying from an insolvency practitioner—the sales process and insolvency issues in property Practice Notes: Property development joint ventures—acting for...

Insert the following as new definitions (if not already included) in the definitions and interpretation clause of the share purchase agreement: 1 Definitions and interpretation Fairly Disclosed • means information [ fully, fairly and accurately ] disclosed [ (relating specifically to the subject matter of the Warranty and without omitting any fact which may render the Warranty and the matter disclosed untrue, inaccurate and misleading) ] and presented with sufficient clarity and detail to allow a buyer to reach a clear, informed and accurate evaluation of the relevant facts, matters or circumstances concerned; Losses • means any and all liabilities, costs, outgoings (including legal expenses), claims, actions, proceedings, damages, fines, penalties, loss of profit [ and Consequential Loss ]; Tax Warranties • denotes the warranties [ and representations ] contained in paragraph [ insert number ] of Schedule [ insert number ], and Tax Warranty refers to any one of them; Warranties • signifies the warranties [ and representations ] included in Schedule [...

1 Definitions Within this Agreement, certain expressions carry specific meanings. Illustrative terms include: AA 2020: the Agriculture Act 2020; ATA 1995: the Agricultural Tenancies Act 1995 Adjoining Property: Retained Land and nearby premises; Adjoining Property Rights: rights over the Holding benefiting such land Agreement: this instrument and any supplementary or collateral document Annual Rent: yearly sum payable from the Rent Commencement Date on Rent Days Authority: any statutory, public or local body, court, government department or duly authorised officers Conduits: media and equipment for carrying energy, data or substances Costs: losses, expenses, damages and liabilities Direct Payment: any BPS Payment or SFS Payment, as applicable Eligible Holding: parts of the Holding qualifying for a Rural Support Payment Forfeiture Event: designated insolvency processes, non-payment, or breach Genetically Modified Organisms: as defined by the Environmental Protection Act 1990, including modified or derived crops Holding: the identified property shown on the Plan Insured Risks: perils the Landlord...

This Agreement is dated [ insert day and month ] 20[ insert year ] Parties The several persons whose names and addresses appear in Schedule 1 (together, the Sellers); and [ Insert name of purchasing corporate entity ], incorporated in [ England and Wales OR [ insert country of incorporation ] ] with registered number [ insert company number ] and whose registered office is at [ insert address ] (the Buyer); and [ (each Seller and the Buyer being a Party, and together the Sellers and the Buyer being the Parties). ] Background The Company (as defined below) is a private company limited by shares, incorporated in [ England and Wales OR [ insert country of incorporation ] ]. Details of the Company are set out in Schedule 2, Part A. The Sellers are the legal and beneficial holders of the Sale Shares (as defined below), which in total constitute the entire issued and allotted share...