Definitions

Definitions guidance:

Affiliate means any entity that directly or indirectly controls, is controlled by or is under common control with, another entity;

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Business Day means a day other than a Saturday, Sunday or public holiday[, on which clearing banks are open for non-automated commercial business in the [City of...

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Confidential Information—mutual ‘Confidential Information’ means all information of a confidential nature (in whatever form) which relates to the Purpose and is received...

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Control [has the meaning given to it in section 1124 of the Corporation Tax Act 2010 OR means the beneficial ownership of more than 50% of the issued share capital of a...

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Day means a period of 24 consecutive hours [ending at midnight OR starting at [insert time]]; Close This is a suggested definition for the term 'day', which is a term...

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This Practice Note discusses the role and importance of defined terms in an agreement. It identifies the defined terms that most commonly appear in agreements relating to...

Practice Note

Encumbrance means a mortgage, claim, charge, pledge, lien, hypothecation, guarantee, right of set-off, trust, assignment, right of first refusal, right of pre-emption,...

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Definition—Force majeure event (short form) Force Majeure Event means an event or sequence of events beyond a party's reasonable control preventing or delaying it from...

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Group Company means, in relation to a company, any member of its Group; Close This is a suggested definition for the term 'group company', which is a term commonly used...

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Group means, in relation to a company, that company, any subsidiary or holding company [from time to time OR at the date of this agreement] of that company [and any...

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Guarantee means any guarantee, suretyship, indemnity, bonding liability, letter of comfort or other assurance or security or obligation (including a joint and several...

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holding company means [a ‘holding company’ as defined by section 1159 of the Companies Act 2006 [and a company shall be treated, for the purposes of the membership...

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Produced in partnership with Simon Portman of Marks & Clerk Solicitors Intellectual Property Rights means copyright, rights related to copyright such as moral rights and...

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Produced in partnership with Simon Portman of Marks & Clerk Solicitors Know-how means inventions, discoveries, improvements, processes, formulae, techniques,...

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Libor the London Inter-Bank Offered Rate, being the rate administered by ICE Benchmark Administration Limited (or any other person that takes over the administration of...

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Long-stop Date [insert time] [am OR pm] on [insert date] or such later date as may be agreed[ in writing] between the parties;

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Material Adverse Change means any change, event, circumstance or effect occurring before Completion that individually or taken in the aggregate is, or is reasonably...

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Month means a calendar month; Close This is a suggested definition for the term 'month', which is a term commonly used in agreements. It will not be appropriate to...

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subsidiary means [a ‘subsidiary’ as defined by section 1159 of the Companies Act 2006 [and a company shall be treated, for the purposes of the membership requirement...

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Tax or Taxation means all forms of taxation whenever created or imposed and whether of the United Kingdom or elsewhere, and without prejudice to the generality of the...

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Tax Authority or Taxation Authority means any taxing, fiscal or other authority (wherever situated) competent to impose, collect or enforce any liability to Tax,...

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VAT means United Kingdom value added tax[, OR and] any other tax imposed in substitution for it [and any equivalent or similar tax imposed outside the United Kingdom];...

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Week means any period of seven consecutive Days; Close This is a suggested definition for the term 'week', which is a term commonly used in agreements. It will not be...

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Year means any period of 12 consecutive Months [from [insert date] OR from 1 January to the following 31 December]; and

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