Definitions

Definitions guidance:

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

Precedents

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...

Precedents

Brexit means: (a) the United Kingdom (UK) ceasing to be a member state of the European Union (EU) and/or the European Economic Area (EEA) on Exit Day; and/or (b) the...

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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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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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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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Confidential Information means all information of a confidential nature (in any form) which is imparted or disclosed to, or otherwise obtained by a party (whether...

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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...

Precedents

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...

Precedents

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,...

Precedents

Coronavirus (COVID-19): In addition to the below content on force majeure generally, see also: • Coronavirus (COVID-19) toolkit—Contracts • Coronavirus (COVID-19) and...

Precedents

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...

Precedents

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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Intellectual Property Rights means copyright, rights related to copyright such as moral rights and performers rights, patents, rights in inventions, rights in...

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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...

Precedents

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...

Precedents

DRAFTING FOR BREXIT: For the latest information on the impact of Brexit on the drafting, negotiation and enforceability of this Precedent, see Practice Notes:...

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Territory means [[list the specific countries, states or regions which form the territory] OR the [countries OR states OR regions] listed in Schedule [insert schedule...

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Transaction Documents means this agreement, [specify any other agreements] and all of the documents in the agreed form;

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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

Precedents
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