Assignee Definition

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Patent assignment—checklist

Patent assignment—checklist This Checklist identifies the key terms typically included in an assignment of patents or patent applications. This document can be used as a checklist of issues to consider when drafting, reviewing or negotiating an assignment of patents or patent applications. It can also be adapted for use as a heads of terms to record basic agreed terms while a formal assignment is being negotiated. How to use this Checklist This Checklist is designed to highlight issues that commonly arise during the negotiation and drafting of the following type of agreements: • Patent assignment—pro-assignor • Patent assignment—pro-assignee For further information on issues raised by this Checklist, see Practice Note: Assigning intellectual property rights. This Checklist can also, where appropriate, form the basis of a simple non-binding heads of terms. For guidance on how to do this, see Precedent: Heads of terms—commercial contracts. Checklist for proposed assignment of patents or patent applications Checklist Further information Notes (if any) Key commercial considerations ☐ Parties Confirm which entities will be party...

Assignment of a rack rent lease (assignor)—checklist

Assignment of a rack rent lease (assignor)—checklist This Checklist is primarily for use on the assignment of a commercial lease. It is not exhaustive and will not cover every eventuality for every transaction. You must always consider whether there are any other issues that need to be addressed. It assumes that: • the lease is a lease of commercial property let at an open market rent to an occupational tenant under terms where the landlord insures the property • the assignor occupied the property for the purposes of their business and the assignee also intends to occupy the property for the purposes of their business • the lease is a head lease and the property is not subject to any underleases • the lease is not subject to a fixed charge (in practice this would be unusual), and • no premium is payable If the assignment is part of a larger or more complex transaction, further relevant content may be found in Sale of commercial property (seller)—checklist and Practice Note:...

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Assignments by way of security

Assignments by way of security can take different forms and it is important to understand how they are created and their effect. Security over choses in action such as debts and other contractual rights is often taken by way of an equitable or statutory assignment by way of security. This Practice Note explains:•what assignments by way of security are•which types of assets they are used for•whether they take legal, statutory or equitable form and the advantages of the statutory form•why it is important to serve notice of an assignment by way of securityWhat is an assignment by way of security?Assignments by way of security are a type of mortgage. They involve:•an assignment (ie transfer) of rights by the assignor to the assigneesubject to:•an obligation to reassign those rights back to the assignor upon the discharge of the obligations which have been securedWhen the obligations that have been secured have been discharged, the assigned rights have to be reassigned back to the assignor—for more information, see Practice Note: Releasing security. This...

Taking security over contractual rights

This Practice Note deals with taking security over contractual rights in general. It explains:•typical methods of taking security over contractual rights•key provisions to check in the contract which is to be assigned, including governing law, restrictions on assignment and contractual rights of set-off•key terms to be included in the security document•issues relating to serving notice of the security on the contract counterparty, and•perfection and priority issuesDetailed information on assignments by way of security, including the differences between statutory and equitable assignments and the reasons for serving notice, is contained in Practice Note: Assignments by way of security.What are contractual rights and when is security taken over them?What is meant by contractual rights?Rights under contracts are intangible assets rather than tangible assets such as goods or land. They are what is known as a chose in action, meaning that they are recoverable by legal action.Contractual rights can include:•rights to payment of debts (known as receivables), including book debts or amounts owing under a loan•rights to terminate the contract•rights to bring a...

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Deed of assignment of the benefit of an option agreement

Deed of assignment of the benefit of an option agreement This Deed is made on [insert date]. Parties 1 [insert name of Assignor] [of [insert address] OR incorporated in England and Wales with company registration number [insert company registration number] whose registered office is at [insert registered office address]] (the Assignor); 2 [insert name of Assignee] [of [insert address] OR incorporated in England and Wales with company registration number [insert company registration number] whose registered office is at [insert registered office address]] (the Assignee). 1 Definitions In this Deed the following definitions apply: Option Agreement • an option agreement relating to the Property dated [insert date] made between [insert name of the grantor of the option] and the Assignor, a copy of which is annexed to this Deed as the Appendix; Property • the [freehold OR leasehold] property known as [insert details]. 2 Interpretation 2.1 In this Deed: 2.1.1 a reference to a ‘party’ or ‘parties’ includes that or those party’s or...

Notice of assignment and form of acknowledgement: for a bilateral facility agreement (transfer of loan)

Notice of assignment and form of acknowledgement: for a bilateral facility agreement (transfer of loan) [ To be printed on the headed paper of the LENDER (THE ASSIGNOR) ] [insert date] To: [insert full name and address of borrower] Dear [insert name of borrower] 1 We refer to the deed of assignment (the Assignment) dated [insert date] and granted by us as assignor (the Assignor) in favour of [insert name of assignee] (the Assignee). 2 We also refer to the facility agreement dated [insert date] between you (as borrower) and us (as lender) as amended, novated, supplemented, restated or replaced from time to time in accordance with its terms (the Facility Agreement). 3 We give you notice that pursuant to the terms of the Assignment, we have assigned to the Assignee absolutely all of our rights, title and interest from time to time in, and the full benefit of, the Facility Agreement and all rights, title and interest in any amounts payable...

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When does liability for payment of arrears arise following the service of a section 17 notice on a former tenant or guarantor? Can proceedings be issued immediately following service of the notice (subject to compliance with any pre-action protocols)?

When does liability for payment of arrears arise following the service of a section 17 notice on a former tenant or guarantor? Can proceedings be issued immediately following service of the notice (subject to compliance with any pre-action protocols)? This Q&A addresses the question of when a landlord, having served notice on a former tenant or a guarantor for payment of arrears pursuant to the Landlord and Tenant (Covenants) Act 1995 (LT(C)A 1995), is entitled to bring court proceedings on the basis of that notice. Section 17 notices LT(C)A 1995, s 17 makes provision for a landlord to recover sums from a former tenant in certain circumstances: • where the former tenant has assigned their tenancy but has agreed to act as guarantor for the performance by their assignee (ie the new tenant) of a tenant covenant for the payment of a fixed charge (such as rent): LT(C)A 1995, s 17(1)(a) • where, under the terms of the tenancy agreement, the former tenant remains bound by a covenant for the...

In an authorised guarantee agreement on assignment, can the assignor and its guarantor require the assignee’s personal guarantor to give them an indemnity or would this be contrary to the anti-avoidance provisions of the Landlord and Tenant (Covenants) Act 1995?

In an authorised guarantee agreement on assignment, can the assignor and its guarantor require the assignee’s personal guarantor to give them an indemnity or would this be contrary to the anti-avoidance provisions of the Landlord and Tenant (Covenants) Act 1995? We assume this Q&A is referring to the assignor and their guarantors requiring an indemnity (as opposed to a guarantee) from the assignee’s guarantors in the event that the assignor has to pay out under the authorised guarantee agreement (AGA), as outlined in clause 7.2 of our Precedent: Deed of assignment of a lease. See Practice Note: Acting for a tenant—assignment of existing lease—key issues which explains that an indemnity covenant is designed to protect the tenant from obligations which will continue to bind the tenant after completion. Where required: • the indemnity covenants should be included in the transfer or deed of assignment—it is best practice to agree the form of the transfer and annex it to the sale contract. If the transfer will not be attached, ensure that...

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Banking & Finance—June 2025 case round-up

Banking & Finance analysis: This News Analysis provides a summary of the cases we have alerted in Banking & Finance for June 2025.

Tax weekly highlights—26 June 2025

This week's edition of Tax weekly highlights includes: (1) the Supreme Court’s decision in HMRC v Dolphin Drilling, (2) confirmation that the PISCES stamp tax exemption Regulations are to come into force on 3 July 2025 and (3) News Analyses on previously reported decisions Osmond and Allen v HMRC (on main purpose under ITA 2007, s 687), Smart v HMRC (on ‘receiving or entitled’ to income), Conservatory Insulations Northwest Ltd v HMRC (on VAT assessment time limits) and BGC Services Holdings LLP v HMRC (on the refusal of HMRC’s case management decisions permission to appeal application).