Legal Precedents

DEFINITIONS The following terms apply throughout unless context dictates otherwise: parties/governance cover [ Offeree ] (its Directors, General Meeting, Group, Optionholders, Shareholders, Share Plans, Shares, Warrantholders and Warrants) and [ Offeror ] (its Directors, General Meeting, Group, [ Offeror Parent ], boards, shareholders and any [ Offeror ] Shareholder Resolutions). Transaction references include the Acquisition via the Scheme (or, with Panel consent, a Takeover Offer), the Announcement, Conditions, Meetings, Long Stop Date, Offer, Offer Period, Offer Price and the Resolution. Court/regulatory matters comprise the Court, Court Meeting, Court Hearing, Court Order, the Code, Companies Act, CMA, FCA, FSMA, UK Listing Rules/ Market Abuse Regulation, Disclosure Guidance & Transparency Rules, the Panel and any Regulatory Information Service. Market/settlement terms include London Stock Exchange, Official List/ Daily Official List, Business Day, Closing Price, CREST, Euroclear, CREST Regulations/ Manual, certificated or...

This Agreement is entered into on [ date ] Parties [ insert name of supplier ] [ of OR trading as [ insert trading name ] OR a company incorporated in [ England and Wales ] under number [ insert registered number ], whose registered office is at [ insert address ] ] (the Supplier); and [ insert name of customer ] [ of OR trading as [ insert trading name ] OR a company incorporated in [ England and Wales ] under number [ insert registered number ], whose registered office is at [ insert address ] ] (the Customer). ( Each of the Supplier and the Customer is a party and, collectively, the Supplier and the Customer are the parties.) Background ( A) The Supplier carries on the business of hiring [ insert description of Equipment ] to other...

[ ON YOUR LETTERHEAD ] [ WITHOUT PREJUDICE SAVE AS TO COSTS ] [ Insert date ] [ Insert name and address of other party’s solicitor ] Dear [ insert contact name ] [ Insert subject of letter ] We refer to our open letter of [ today’s date OR [ insert date ] ]. As explained in that correspondence, both we and our client take the view that your client’s allegations against our client (as set out in your client’s letter dated [ insert date ] (the Letter of Claim)) are entirely without foundation and, if pursued before the court, would be rejected in full. In those circumstances, our client will seek to recover from your client all costs it has incurred in addressing this matter. Furthermore, in addition to seeking such costs from your client, should proceedings be issued against our client, our client will bring a...

1 Definitions 1.1 In this clause: Brand • denotes the Trade Marks, [ Designs, ] goodwill and any other Intellectual Property Rights connected with the luxury brand [ insert name of brand ]; Brand Guidelines • refers to the directions issued by the Licensor describing how the Trade Marks [ and Designs ] are to be used, [ the latest version of which is attached at [ insert schedule ] to this Licence OR is accessible at [ insert link ] ] [ and which the Licensor may update from time to time by written notice to the Licensee ] ; [ Designs • signifies the registered design rights, or applications for registered designs, listed or identified at [ insert cross-reference to schedule ] to this Licence, along with any further unregistered design rights [ listed or identified at [ insert...

This Agreement is entered into on [ date ] Parties [ insert name of Supplier ] [ of OR a company incorporated in [ England and Wales ] under number [ insert registered number ] having its registered office at ] [ insert address ] (the Supplier); [ insert name of Customer ] [ of OR a company incorporated in [ England and Wales ] under number [ insert registered number ] having its registered office at ] [ insert address ] (the Customer), and each of the Supplier and the Customer is a party and, collectively, the Supplier and the Customer are the parties. Background The Customer carries on the business of [ insert description ]. The Supplier is engaged in supplying [ insert description of services ] to other businesses. The Supplier and the Customer are both members of the same corporate group. The parties have agreed that the...

This Deed is dated [ insert date ] 20[ insert year ] Parties [ Insert name of Chargor ], a company registered in England and Wales (number [ insert company number ]) whose registered office is at [ insert address ] (the Chargor); and [ insert name of Lender ] of [ insert address ] (the Lender). Recitals The Lender makes facilities available to the Chargor under various finance arrangements. The availability of those facilities is conditional upon the Chargor entering into this Deed in favour of the Lender......

This Deed of Merger is entered into on the [ insert day ] day of [ insert date ]. Parties [ TRUSTEE OF TRANSFERRING SCHEME ] ( Company No. [ ]), with its registered office at [ address ] (the ' Transferring Trustee'); [ PRINCIPAL EMPLOYER OF TRANSFERRING SCHEME ] ( Company No. [ ]), whose registered office is at [ address ] (' Transferring Scheme Employer'); [ TRUSTEE OF RECEIVING SCHEME ] ( Company No. [ ]), whose registered office is at [ address ] (the ' Receiving Trustee'); [ PRINCIPAL EMPLOYER OF RECEIVING SCHEME ] ( Company No. [ ]), whose registered office is at [ address ] (' Receiving Scheme Employer'). BACKGROUND The Transferring Trustee acts as trustee of the [ Name of Transferring Scheme ] (the ' Transferring Scheme'). The Receiving Trustee serves as trustee of the [ Name of Receiving Scheme ] (the '...

1 General information Review date [ Insert date ] Reviewer(s) [ Insert name(s) ] Scope of review ☐ Firm-wide ☐ Departmental [ insert details of department ] ☐ Fee earner [ insert details of fee earner ] Total client surveys reviewed [ Insert number ] Survey date range [ Insert date range ] 2 Data 2.1 How clients have rated our service Survey question Number of responses How easy was it to access our services? [ Insert number ] — Very good [ Insert number ] — Good [ Insert number ] — Average [ Insert number ] — Poor [ Insert number ] — Very poor [ Insert...

Your opinions are very important to us. Your feedback helps us to continuously enhance the quality of the service we deliver and to recognise and celebrate when our colleagues have excelled. We would be thankful if you could kindly complete this form and please send it safely back to us [ insert means of returning completed survey, eg in the enclosed envelope ]. 1 How would you assess our service overall? How easy was it to access our services from the outset? ☐ Very good ☐ Good ☐ Average ☐ Poor ☐ Very poor If you visited our offices, how would you rate the welcome you received on arrival? ☐ Very good ☐ Good ☐ Average ☐ Poor ☐ Very poor ☐ Not applicable How would you rate your adviser’s...

1 Interpretation 1.1 The definitions below and the rules for construing them shall govern this Schedule: Customer’s Scheme - the [ description of pension scheme(s) ] presently run by the Customer for the benefit of the Relevant Employees Onward Transfer Date - the day on which the Supplier’s Onward Transferring Employees pass, in accordance with TUPE 2006, upon expiry (or earlier termination) of this [ Outsourcing Contract ] Onward Transferring Employees - employees of the Supplier who, when the [ Outsourcing Contract ] expires (or is ended early), transfer automatically under TUPE 2006 to the Customer or to another employer Relevant Employee - [ refer to employment definitions in the Outsourcing Contract ] Supplier’s Scheme - the [ description of pension scheme(s) ] to be maintained by the Supplier in respect of the service of the Relevant Employees after the Transfer Date Transfer Date - [ insert date ] TUPE 2006 - the...

1 Interpretation 1.1 In this Schedule, the definitions and interpretative rules below shall apply: Broadly Comparable Pension Scheme – a pension arrangement officially certified by the Government Actuary’s Department as broadly comparable with the relevant Public Sector Pension Scheme Customer’s Scheme – the Public Sector Pension Scheme presently operated by the Customer for the Relevant Employees Fair Deal Guidance – HM Treasury Fair Deal for staff pensions—staff transfer from central government ( October 2013) Onward Transfer Date – the date on which Onward Transferring Employees of the Supplier transfer under TUPE 2006 upon expiry (or earlier termination) of this [ Outsourcing Contract ] Onward Transferring Employees – employees of the Supplier who, at expiry (or earlier termination) of the [ Outsourcing Contract ], automatically transfer under TUPE 2006 to the Customer or another employer for provision of the...

[ ON YOUR LETTERHEAD ] WITHOUT PREJUDICE SAVE AS TO COSTS [ SUBJECT TO CONTRACT ] [ Insert date ] [ Insert name and address of other party’s solicitor ] Dear [ insert contact name ] [ Insert subject of letter ] We refer to our open letter of [ today’s date OR [ insert date ] ]. As explained in that correspondence, both we and our client remain assured that, were your client to commence proceedings in relation to the alleged claim described in your letter of claim dated [ insert date ] (the ‘ Letter of Claim’), our client would be entirely successful in resisting and defeating any such claim......

[ ON YOUR LETTERHEAD ] WITHOUT PREJUDICE SAVE AS TO COSTS [ SUBJECT TO CONTRACT ] [ Insert date ] [ Insert name and address of other party’s solicitor ] Dear [ insert contact name ] [ Insert subject of letter ] We write further to our open letter dated [ today’s date OR [ insert date ] ]. 1 As explained therein, both we and our client remain assured that our client will entirely succeed in resisting your client’s claim [ s ] against it, arising from the agreement between our respective clients dated [ insert date ] (the ‘ Agreement’), as described in your client’s claim [ insert claim action number ] and in the particulars of claim dated [ insert date of particulars of claim ] (together, ‘the Claim’)......

[ ON YOUR LETTERHEAD ] WITHOUT PREJUDICE SAVE AS TO COSTS [ SUBJECT TO CONTRACT ] [ Insert date ] [ Insert name and address of other party’s solicitor ] Dear [ insert contact name ] [ Insert subject of letter ] We refer to our open correspondence of [ today’s date OR [ insert date ] ]. Our client is satisfied that, were it to commence and pursue proceedings in relation to its claim (as described in our letter of claim dated [ insert date ] (the ‘ Letter of Claim’)), it would be entirely successful in [ insert details of the remedy sought, eg recovering payment of the outstanding invoices together with interest, payable under the Agreement as explained in our open letter ]. [ Our client also considers that your client’s threatened counterclaim, as set out in your letter dated [ insert date ] (the ‘...

[ ON YOUR LETTERHEAD ] WITHOUT PREJUDICE SAVE AS TO COSTS [ SUBJECT TO CONTRACT ] [ Insert date ] [ Insert name and address of other party’s solicitor ] Dear [ insert contact name ] [ Insert subject of letter ] We write further to our open correspondence of [ today’s date OR [ insert date ] ]. As outlined in that correspondence, both we and our client are satisfied that our client will achieve complete success in its claim[ s ] against your client, arising from the agreement between our clients dated [ insert date ] (the ‘ Agreement’). That position is advanced in claim [ insert claim action number ], and our client will [ insert details of the remedy sought, eg, recover payment of the unpaid invoices plus interest, pursuant to the agreement between our respective clients, as set out in our open letter ]. [ It is also our...

EXCEPTION LEASE REPORT Premises: [ insert description ] Tenant: [ insert name ] This exception lease report has been produced in connection with your intended acquisition of [ insert name of property ]. Its aim is to set out the principal letting details and any significant matters or points of concern. It is not designed to operate as a management tool. We have supplied you with a complete account of the terms of the lease of [ insert premises ], presently vested in [ insert name of current tenant ] (the ‘ Standard Lease ’). Except as identified within this report, the provisions of this lease are, in all material respects, identical to those of the Standard Lease. Executive summary of material issues We draw your attention to the following: [ Insert material issue/area of concern ] [ Insert material issue/area of concern ] 1...

Executive summary of material issues We highlight the following matters: [ insert material issue or area of concern ]; [ insert material issue or area of concern ] 1 Particulars 1.1 Date and parties A lease dated [ insert date of lease ] between [ insert details of the original parties to the lease ] [ (the ‘ Lease’); OR as varied by [ insert document name ] (the ‘ Lease’) [ . The deed altered the Lease as follows: [ insert details of provisions varied ] ] ] . 1.2 Back letters [ [ None disclosed. ] OR The Tenant has the benefit of a back letter dated [ insert date and details of the terms of the side letter ]. ] [ You will be bound by the terms of the back letter. OR The back letter is personal to the Seller and you will not be...

Occupational lease schedule...

To: The [ directors OR partnership ] [ Insert the Buyer’s name, address and (if applicable) company registration number ] Dear [ insert organisation name ] [ Insert the name and address of the Property ] (the ' Property') 1 Scope of this report and reliance We have prepared this report solely for your benefit in connection with your intention to purchase the Property from [ insert name and address of Seller ] (the ' Seller') for £[ insert price ] [ plus VAT ]. You have informed us that the acquisition is for development of the Property. Our conclusions are based on our examination of the Seller’s title, the responses to enquiries provided by the Seller, and the outcomes of relevant searches. The findings of our review are set out in this report, which consists of this letter and the annexures. This report may not be shared with, or...

This Precedent This Precedent is an illustrative bonus schedule for insertion as a schedule into an employment contract or a director’s service agreement. It grants entitlement to an annual bonus determined by reference to a company’s earnings before interest, tax, depreciation and amortisation ( EBITDA). EBITDA is a benchmark used to assess a company’s overall performance......