Encumbrance definition

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Drafting and negotiating an assignment—checklist

Drafting and negotiating an assignment—checklist This Checklist sets out the key issues and provisions to consider when drafting and negotiating the assignment of rights and/or benefits under an existing contract to a third party. For precedent assignments, see Precedents: • Deed of assignment • Assignment agreement • Short form letter of assignment For ancillary documents, see Precedents: • Notice of assignment of contract—from assignor • Notice of assignment of contract—from assignee • Request for consent to assignment For information on assignment generally, see: • Practice Note: How to assign rights under a contract • Practice Note: What constitutes a valid assignment of a contract? • Practice Note: Assigning contracts—common scenarios and considerations • Third parties, subcontracting and transfers—overview Issue Consideration Is an assignment appropriate? An assignment involves the transfer of rights under an existing contract.The original contract is retained and no release of liability is provided for any party since the original contracting parties remain the same.Only the benefits under a contract can be transferred by way of assignment...

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Comparing UK and US secondary debt trading markets, with particular reference to the LMA v LSTA recommended terms for secondary trading

Comparing UK and US secondary debt trading markets, with particular reference to the LMA v LSTA recommended terms for secondary trading The UK and US secondary (private) debt trading markets are very similar when transacted on the suite of documents issued by the Loan Market Association (LMA) in the UK and by the Loan Syndications and Trading Association (LSTA) in the US. For more information on the documentation, terms and mechanics for LMA secondary debt trades, see Practice Notes: • Overview of the key documentation in a typical secondary debt trade • Secondary debt trading—timeline of a typical trade • Secondary debt trading—completing the trade confirmation, and • Key provisions in the LMA standard terms and conditions for secondary debt trading Historically, there has been a great deal of convergence between the two debt-trading regimes and conventions so that in most salient respects they are substantially similar. Nonetheless, the two-debt trading regimes and conventions contain some material differences as noted below. Governing law and legal...

Glossary of Scottish Private Client words and expressions

Glossary of Scottish Private Client words and expressions This is a glossary of common words and expressions used in Scottish Private Client law with the nearest England and Wales equivalent (where relevant) and links to useful websites. Ab intestato Meaning Nearest English equivalent From a person dying intestate; description of property acquired according to the rules of intestate succession. None Action of specific implement Meaning Nearest English equivalent An action which requires the court to grant an order requiring a party to perform a specific act. In Scotland, there is no distinction between equitable and legal remedies as there is in England and Wales. Specific performance (an equitable remedy available for breach of contract that may be granted in addition to or instead of damages) Advance notice Meaning Nearest English equivalent A notice (registered in the relevant property register) to protect the grantee of a deed intended to be registered in the Land Register of Scotland. The 35-day protected period starts on the day...

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Deed of contribution—private M&A—share purchase

Deed of contribution—private M&A—share purchase This Deed is made on [insert day and month] 20[insert year] Parties 1 The several persons whose names and addresses are set out in the Schedule (together the Sellers and each individually a Seller). BACKGROUND (A) The Sellers have entered into, or will soon enter into, the Share Purchase Agreement with the Buyer regarding their sale of [the entire issued share capital of OR [insert number] [ordinary OR [insert class]] shares in] the Company. [The parties have also entered into or will soon enter into the Tax Covenant.] (B) The Sellers have agreed to regulate the manner in which Claims are dealt with under the Share Purchase Agreement [and the Tax Covenant] and to allocate their respective liabilities arising from any Claim in accordance with the terms of this Deed. The parties agree: 1 Definitions and interpretation 1.1 In this Agreement, unless the context otherwise requires: Agreed Proportion • means as regards each Seller, the percentage set...

ccTLD domain name transfer agreement (.uk)

ccTLD domain name transfer agreement (.uk) This Agreement is made on [date] PARTIES 1 [insert name], a company incorporated in England and Wales, whose registered company number is [insert company number] and whose registered office is [insert address] (Transferor); and 2 [insert name], a company incorporated in England and Wales, whose registered company number is [insert company number] and whose registered office is [insert address] (Transferee), each of the Transferor and the Transferee being a party and together the Transferor and the Transferee being the parties. Background (A) The Transferor is the legal registrant of the Domain Name[s] defined below. (B) The Transferor has agreed to [sell and ]transfer the Domain Name[s] to the Transferee and the Transferee has agreed to [buy and] accept the registration of the Domain Name[s] in accordance with the terms of this Agreement. IT is agreed as follows: 1 Definitions and interpretation 1.1 In this Agreement: Business Day • means a day other than a Saturday, Sunday or bank...