The following Corporate precedent provides comprehensive and up to date legal information covering:
Insert the following definitions as new definitions into clause 1 of Precedent: Share purchase agreement—pro-buyer—corporate seller—conditional—long form
1. Definitions and interpretation
means [insert name of bank at which the retention account will be held];
means the date on which a Relevant Claim becomes a Determined Claim in accordance with paragraph 1.1 of Schedule [9 OR [insert schedule number for operation of retention account schedule]];
means a Relevant Claim which has become a Determined Claim pursuant to paragraph 1.1 of Schedule [9 OR [insert schedule number for operation of retention account schedule]] and determined and determination shall be construed accordingly;
means [insert date on which the retention funds will be released from the retention account];
Warranty Claim; [or]
[claim made by the Buyer against the Seller for breach, non-observance or non-performance of any provision of this Agreement; [or]]
Tax Claim; [or]
[claim made by the Buyer against the Seller under the Indemnities;]
means the interest bearing deposit account to be opened at the Bank in the joint names of [the
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This Practice Note considers the meaning and use of conditions precedent in commercial arrangements. It also considers typical conditions precedent and drafting issues.What are conditions precedent?A condition precedent in a commercial contract details an event which must take place before:•a
Tipping off and prejudicing an investigationIt would undermine the benefit to the authorities if, a suspicious activity report (SAR) having been made, the alleged offender were to be made aware of the interest in their activities so that they could take steps to cover up their misdeeds or disappear.
Coronavirus (COVID-19): The guidance detailing normal practice set out in this Practice Note may be affected by measures concerning process and procedure in the civil courts that have been introduced as a result of the coronavirus (COVID-19) pandemic. For guidance, see Practice Note: Coronavirus
What is quia timet relief?Injunctions are generally awarded where a party has already suffered a wrong. For guidance on injunctions generally, see Practice Note: Injunctions—guiding principles. However, an injunction may be sought before a party's rights have been infringed on the basis that they
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