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Jurisdiction(s):
United Kingdom
Key definition
Group Company definition

What does Group Company mean? In practice, group company describes, in relation to a specified company, any other company that belongs to the same corporate group as that company. It means, in relation to a company, any member of its Group, with Group normally defined in the relevant document. Typically, this captures the parent or holding company, the company itself, its subsidiaries and any fellow subsidiaries. Many agreements define Group by reference to statutory concepts: in the UK, the Companies Act 2006 terms parent undertaking/subsidiary undertaking or holding company/subsidiary; in Ireland, the Companies Act 2014 terms holding company/subsidiary. The expression Group Company...

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UK passenger rolling stock purchase agreements: market-standard MSA terms—parties, specification changes, stage payments and bonds, consents, delay liquidated damages, testing/acceptance, product support, indemnities, liability caps and defaults

Practice notes
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In UK passenger services, new fleets of rolling stock are acquired through a range of structural frameworks and arrangements.

The simplest approach sees an operating lessor buy a new fleet from a rolling stock manufacturer under a purchase agreement, then lease that fleet to an operator.

For further details on these models, see Practice Note: Rail finance—purchase agreements.

This Practice Note outlines the principal terms of a market-standard purchase agreement, often also referred to as a manufacture and supply agreement, or MSA.

An overview of a purchase agreement

A purchase agreement is usually concluded between the lessor, the manufacturer and the operator.

The table below outlines each party...

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Web page updated on 22/05/2026

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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 ...

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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 ]...

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