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GLOSSARY
The clean hands doctrine is an equitable principle that a party seeking a discretionary remedy must have acted honestly and fairly in relation to the matter in dispute. In practice, courts may refuse relief such as injunctions, specific performance, rectification, rescission or other equitable remedies where the claimant’s own conduct is tainted by illegality, bad faith, unconscionability or serious misconduct connected to the claim.The doctrine is not usually set out in legislation but is developed through case law and applied flexibly. In England and Wales and Northern Ireland, it forms part of the general maxims of equity guiding the court’s discretion. In Ireland, it similarly informs decisions on equitable relief, including in commercial, land and public law disputes. In Scotland, broadly comparable concepts arise within the equitable and public law jurisdiction (for example, the need for good faith and fair conduct when seeking reduction or interdict).Practically, lawyers should assess a client’s pre‑action behaviour, contractual performance, disclosure and general bona fides, as adverse conduct may bar or limit equitable or discretionary remedies even where a legal right is established.
PRECEDENTS
This AGREEMENT is made the [insert date] day of [insert month] [insert year] Parties 1 [Party 1] a company incorporated in [England and Wales] (registered number [insert number]) whose registered office is at [insert address]; 2 [Party 2] a company incorporated in [England and Wales] (registered number [insert number]) whose registered office is at [insert address]. [Party 1] and [Party 2] are together referred to as the parties and individually as a party. 1 Introduction 1.1 [Party 1] and [Party 2] are in discussions over [description of transaction] (the Proposed Transaction). 1.2 Each party recognises that it will require access to Competitively Sensitive Information (as defined below) of the respective other party for the purpose set out in clause 3.1 below. This Clean Team Agreement records the terms on which the parties will exchange such information and sets out the procedure for the exchange of such information. 1.3 This Agreement is intended to ensure that the exchange of Competitively Sensitive Information (as defined below) necessary for the evaluation and planning of the transaction does not give rise to any infringement of relevant antitrust and competition laws and regulations.
GLOSSARY
A clean down provision obliges the borrower to ensure that there are no revolving credit facility loans outstanding for a period of a few days once or twice a year. This provision is included to ensure that the group is using the revolving credit facility as a working capital facility rather than a term loan (this has regulatory capital as well as commercial implications). The group may only need to clean down to a net position, ie available cash in the business will be netted-off against the outstanding revolving loans.
GLOSSARY
A term used in conjunction with decommissioning. Once a nuclear facility has been decommissioned the site needs to be cleaned-up to remove any possible contamination. The site is then returned (after consultation with the local community) to an agreed End State.
GLOSSARY
The borrowing group may be given a few months after completion to bring companies in the target group into compliance with the provisions of the facilities agreement. This is known as a clean-up period. Non-compliance by target group companies during the clean-up period will only result in an event of default in specific circumstances.
PRACTICE NOTES
CASE HUB ARCHIVED–this archived case hub reflects the position at the date of the decision of 14 December 2017; it is no longer maintained. See further, timeline and commentary. Case facts Outline CMA Chapter I CA98 investigation into an allegedly anti-competitive market-sharing agreement in the UK in relation to cleanroom laundry services and products (Case 50283). Latest developments On 14 December 2017, the CMA issued its infringement decision, finding that the market-sharing agreement between Microclean and Berendsen Cleanroom breached Chapter I of the Competition Act 1998. Total combined fines of £1.71m were imposed by the CMA, broken down as follows: • Microclean has been fined £510,118 • Berendsen Cleanroom has been fined £1,197,956, of which Berendsen plc (its parent company for the latter part of the period during which the breach of Chapter I occurred) is jointly and severally liable for £1,028,671. Parties Micronclean Limited (Microclean), formerly known prior to 1 July 2016 as Fenland Laundries Limited (Fenland). Microclean is a supplier of cleanroom laundry services and is based in Skegness, Lincolnshire. Berendsen
GLOSSARY
A relief which disapplies the offshore transfer rule contained in ITA 2007, s 809R(4) in relation to an individual.
GLOSSARY
A calculator tool found in Lexis®Calculate, which will calculate the date that notice of a company's AGM should be sent to shareholders (based on the proposed meeting date) or the earliest date on which a company can hold its AGM (based on when notice is to be sent).
NEWS
Restructuring & Insolvency analysis: Why did the High Court decide to stay proceedings brought by Cayman liquidators in relation to the avoidance of s 127 property dispositions?
GLOSSARY
Complete days, used for counting out notice and offer periods. These do not include the day on which the period begins, nor the day on which the particular reference event (eg a meeting or hearing which signifies the end of the period) falls. See also Clear Days Calculator.
PRECEDENTS
1 Purpose and application 1.1 This policy sets out the measures you are expected to take to protect personal data and confidential information. 1.2 This policy applies to all staff. 2 Responsibility 2.1 [State who] is responsible for this policy. 2.2 They are responsible for communicating the contents of this policy to all staff, ensuring it is complied with, keeping the policy under review and arranging any amendments or updates to the policy. 3 Requirements—do 3.1 If
GLOSSARY
Removal of certain levels of de minimis radioactivity from regulatory control.