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

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agreed form means a form that has been agreed by the parties and initialled by them, or on their behalf, for identification purposes, subject to any amendments that may...

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1 Announcements—short form No announcement or other public disclosure concerning this agreement or any of the matters contained in it shall be made by, or on behalf of, a...

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1 Assignment—prohibited without consent 1.1 No party may assign, sub-contract or encumber any right or obligation under this agreement, in whole or in part, without the...

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BACKGROUND (A) [insert relevant details of the background to the agreement] (B) [insert relevant details of the background to the agreement]

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Brexit: As of exit day (11pm on 31 January 2020) the UK is no longer an EU Member State. However, in accordance with the Withdrawal Agreement, the UK has entered an...

Practice Note

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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1 Effective date 1.1 Effective date (specified future date, date of signature or specified previous date) This Agreement [[takes effect on [insert date] OR the date of...

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Completion Date means [the date of this agreement OR the date no later than the [insert number, eg third] Business Day after the date on which the last of the Conditions...

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Completion means completion of this agreement in accordance with clause[s] [insert number of the clause(s) dealing with completion of the agreement];

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Definitions for Compliance clause Regulations means any law, enactment, regulation, and regulatory policy, guideline, requirement and industry code of any Regulatory...

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Condition means a condition set out in clause[s] [insert number of the clause(s) listing the conditions to completion of the agreement];

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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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1 Confidentiality clause—mutual—using in-clause definitions Authorised Persons has the meaning given to it in clause 1.1; Confidential Information has the meaning given...

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1 Conflict with other agreements—single agreement If there is a conflict between the terms of this Agreement and the terms of [insert name of other agreement], the terms...

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1 Conflict within an agreement—agreement prevailing over schedules and appendices If there is a conflict between the terms of this agreement and the terms of the...

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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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1 Costs and expenses—each party to bear its own—short form Each party will pay its own costs and expenses incurred in connection with the negotiation, preparation,...

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1 Counterparts—agreement 1.1 This agreement may be signed in any number of separate counterparts, each of which when signed and dated shall be an original, and such...

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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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Under English law legally binding agreements can be made orally, in writing or by deed. This Practice Notice considers the circumstances in which a deed is necessary or...

Practice Note

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

1 Definitions and interpretation 1.1 In this Agreement: Affiliate means any entity that directly or indirectly Controls, is Controlled by or is under common Control with,...

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1 Dispute resolution—short form 1.1 If any dispute arises between the parties out of, or in connection with, this Agreement, the matter shall be referred to [identify...

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Brexit: As of exit day (11pm on 31 January 2020) the UK is no longer an EU Member State. However, in accordance with the Withdrawal Agreement, the UK has entered an...

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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