Jurisdiction(s):
United Kingdom

Key definition

Condition definition

What does Condition mean? A condition is a contractual term that is fundamental to the bargain. Breach of a condition entitles the innocent party to terminate the contract (treat it as repudiated) and claim damages; breach of a warranty gives damages only. Whether a term is a condition is a matter of construction and context. Parties’ labels help but are not conclusive. Many conditions are implied by statute in sale of goods: the Sale of Goods Act 1979 (England & Wales and Scotland) and corresponding Northern Ireland legislation treat the implied terms as to title, description, satisfactory quality and fitness as conditions, with a...

Conditions precedent in acquisition finance: purpose, signing vs utilisation split, checklists, agent sign-off, lawyers' confirmations, waivers and conditions subsequent

Published by a LexisNexis Banking & Finance expert

Practice notes

Fulfilling conditions precedent in an acquisition finance transaction broadly mirrors other lending arrangements. However, compared with an investment grade transaction, acquisition finance frequently involves a markedly larger set of conditions precedent, reflecting its higher risk profile and greater complexity. This note summarises, in the context of acquisition finance:

the purpose of conditions precedent
key types of conditions precedent
satisfying conditions precedent

For further detail on conditions precedent in acquisition finance, see: Conditions precedent (‘CPs’): Tom Speechley: Acquisition finance. For general guidance on satisfying conditions precedent on a lending transaction, see Practice Note: Conditions precedent.

Purpose of conditions precedent

Conditions precedent are included in the facilities agreement(s) for the lenders’ protection. Lenders decide whether to provide financing based on a range of legal and commercial assumptions and qualifications. Some of these are expressly recorded in the credit papers they prepare as part of the decision-making process to lend...

To view the latest version of this document and thousands of others like it, sign-in with LexisNexis or register for a free trial.

Web page updated on 21/05/2026

Popular documents

Using the Judicial College Guidelines to assess general damages in personal injury claims

When evaluating a general damages claim, the practitioner ought initially to refer to the Judicial College Guidelines (JCG)...

Tomlin orders in England and Wales: CPR guidance on drafting, confidentiality, approval, variation, enforcement, limitation, CCA issues, court-specific requirements, sample wording and precedents

This Practice Note This Practice Note reviews mechanisms used in settling litigation. A Tomlin order consists of a consent order paired with a schedule. It operates to stay proceedings on terms that have been agreed. The provisions contained in the schedule may remain confidential. This Practice Note describes the scope of confidentiality attaching to the schedule and sets out how it differs from a standard consent order. Sample wording for a Tomlin order is included, alongside links to precedents, as well as guidance on court approval. It also addresses varying, setting aside and enforcing a Tomlin order, including the considerations the court will take into account when handling applications for each. Further guidance is provided on interpreting and applying the relevant provisions of the CPR; however, some courts and divisions impose very specific requirements for both drafting and approval, and for approaching the schedule and confidentiality issues. Accordingly, you must consider the particular rules and court guide provisions in the forum where your claim is proceeding when drawing up the Tomlin order...

Precedent: Deed of Surrender of Lease with Optional Premium, Settlement and Release, Landlord, Mortgagee and Guarantor Consents, Reimbursement and HM Land Registry Provisions (England and Wales)

Date [ date ] Parties [ name of Landlord ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Landlord) [ name of Tenant ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Tenant) [ [ name of Guarantor ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Guarantor) ] [ [ name of Mortgagee ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Mortgagee) ] Definitions Within this Deed, the terms below shall be interpreted as follows: [ Annual Rent • the annual sum reserved under the Lease; ] [ Insurance Rent • the Tenant’s share of the Landlord’s costs of insuring the Property (as set out in the Lease); ] Lease • the lease of the Property dated [ date ], entered into between (1) [ the Landlord OR [ name ...

Precedent Statutory Declaration: Standard Wording under the Statutory Declarations Act 1835

I, [ name ], of [ address ], solemnly and sincerely state that: [ Matters to be verified, set out in numbered paragraphs ] I make this solemn statement in good conscience, believing it to be true, and pursuant to the provisions of the Statutory Declarations Act 1835. DECLARED at [ details ] this [ day ] day of [ month and year ] Before me ................................................................................ [ signature of the person before whom the declaration is made ] A [ commissioner for oaths OR [ solicitor OR [ insert other qualification ] ] authorised to administer oaths ]...