The Agreement, Recitals, Articles and Contract Particulars at the start of a JCT contract set out the project specific details for the particular works to be carried out. It is very important that these are fully completed and that the details are correct to avoid ambiguity and disputes regarding what is required. This Checklist provides practical guidance as to how to complete the details including links to relevant Practice Notes which provide detailed information on the areas covered. It is aimed at those who are relatively new to dealing with JCT contracts. An employer will often arrange for the employer’s agent, architect or other consultant to complete the particulars at the start of the contract and will then ask its lawyer to check the contract before the parties execute it. Alternatively, a lawyer may be asked to fill in all of the details but they will need input from the client/its consultants as to the details to be inserted. This checklist can be used as a reference where completing or checking the particulars. For

The Agreement, Recitals, Articles and Contract Particulars at the start of a JCT contract set out the project specific details for the particular works to be carried out. It is very important that these are fully completed and that the details are correct to avoid ambiguity and disputes regarding what is required. This Checklist provides practical guidance as to how to complete the details including links to relevant Practice Notes which provide detailed information on the areas covered. It is aimed at those who are relatively new to dealing with JCT contracts. An employer will often arrange for the architect/contract administrator or other consultant to complete the particulars at the start of the contract and will then ask its lawyer to check the contract before the parties execute it. Alternatively, a lawyer may be asked to fill in all of the details but they will need input from the client or its consultants as to the details to be inserted. This Checklist can be used as a reference where completing or checking the particulars. For

The Agreement, Recitals, Articles and Contract Particulars at the start of a JCT contract set out the project specific details for the particular works to be carried out. It is very important that these are fully completed and that the details are correct to avoid ambiguity and disputes regarding what is required. This Checklist provides practical guidance as to how to complete the details including links to relevant Practice Notes which provide detailed information on the areas covered. It is aimed at those who are relatively new to dealing with JCT contracts. An employer will often arrange for the architect/contract administrator or other consultant to complete the particulars at the start of the contract and will then ask its lawyer to check the contract before the parties execute it. Alternatively, a lawyer may be asked to fill in all of the details but they will need input from the client or its consultants as to the details to be inserted. This Checklist can be used as a reference where completing or checking

The Agreement, Recitals, Articles and Contract Particulars at the start of a JCT contract set out the project specific details for the particular works to be carried out. It is very important that these are fully completed and that the details are correct to avoid ambiguity and disputes regarding what is required. This Checklist provides practical guidance as to how to complete the details including links to relevant Practice Notes which provide detailed information on the areas covered. It is aimed at those who are relatively new to dealing with JCT contracts. An employer will often arrange for the architect/contract administrator or other consultant to complete the particulars at the start of the contract and will then ask its lawyer to check the contract before the parties execute it. Alternatively, a lawyer may be asked to fill in all of the details but they will need input from the client or its consultants as to the details to be inserted. This Checklist can be used as a reference where completing or checking the particulars. For

The Contract Data contained within the NEC Engineering and Construction Contract (ECC) sets out the project specific details for the particular works to be carried out. It is very important that this part of the contract is fully completed and that the details are correct to avoid ambiguity and/or disputes. This Checklist provides practical guidance as to how to complete the details including links to relevant Practice Notes and other content which provide detailed information on the areas covered. It looks at the NEC4 edition of the ECC, although much of the Checklist also applies to the Contract Data in the NEC3 version of the ECC. It is aimed at those who are relatively new to dealing with NEC contracts. An employer will often arrange for the architect or another consultant to complete the project specific information within the contract and will then ask its lawyer to check the contract before the parties execute it. Alternatively, a lawyer may be asked to fill in all of the details but they will need input from the client/its

IP analysis: This case provides a much-needed examination of the recognised heads of damage for the tort of passing off. In addition to loss of business and damage to reputation, a claimant may rely on loss caused to its existing or prospective licensing/endorsement business. The recognition of heads of damage other than loss of revenue will be particularly relevant in circumstances where the parties’ goods and services are dissimilar. The Court of Appeal also considers the law on, and weight to be given to, a defendant’s nefarious intention in the context of passing off, as well as re-iterating the importance of certainty and precision in the drafting of declarations of non-infringement. Written by Niamh Herrett, barrister at Serle Court Chambers.

means completion of this agreement in accordance with clause[s] [insert number of the clause(s) dealing with completion of the agreement];

At completion of a SPA/APA, the documents required to transfer title are executed and handed over to the buyer, meaning that the buyer acquires legal ownership of the target company/ target business it is acquiring.

The purchase price for the target company/target business will be adjusted by reference to a set of accounts prepared as at the date of completion. In almost all cases, the parties will agree a headline value for the shares or assets/business being acquired which is then adjusted.

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 Actual Net Asset Value means the amount by which the aggregate book value of the[ consolidated] [ current] assets of the [Company OR Group] exceeds the aggregate book value of the[ consolidated] [ current] liabilities of the [Company OR Group] as at the Completion Date, as set out in the Completion Accounts and determined in accordance with Schedule [9 OR [insert schedule number for completion accounts schedule]]; [[Adjusted Net Profit means the consolidated profit of the [Company OR Group ] [before OR after] Taxation and extraordinary items but including exceptional items as set out in the Completion Accounts and determined in accordance with Schedule [9 OR [insert schedule number for completion accounts schedule]];] Buyer's Accountants means [insert name] of [insert address]; Completion Accounts means the[ consolidated] accounts of the [Company OR Group] to be prepared in accordance with Schedule [9 OR [insert schedule number for completion accounts schedule]],

When a person buys the share capital of a company, the transaction will often be referred to as: • a completion accounts deal • an accounts date deal, or • a locked box deal All three names refer to the way in which the parties determine or adjust the price for the target company and impact on the way in which the buyer of a company is protected from historic tax liabilities in the tax covenant (also known as a tax deed). In almost all cases, the parties will agree a headline value for the shares being acquired. That headline price is then adjusted by agreed mechanisms (of which the most common are completion accounts, accounts date and locked box). For further information on the purpose and effect of a tax covenant, see Practice Note: Why have a tax covenant? Completion accounts On a completion accounts deal, the purchase price will be adjusted by reference to a set of accounts prepared as at the date of completion. The parties will agree,

This Practice Note describes the legal and practical issues involved in successfully completing a business acquisition transaction. At completion, title to the assets concerned will transfer from the seller to the buyer. Depending on the complexity of the transaction, effecting the terms of the transaction in full after the date of completion may take some time and involve complications and disputes between the parties, some of which can be foreseen and provided for and others which cannot. Guidance on many of the issues described below is set out in other Practice Notes and the drafting notes to Precedent: Asset purchase agreement—pro-buyer—corporate seller—conditional—long form. The intention of this note is to summarise the issues (including cross references where applicable to such other guidance) and provide a checklist of the legal and practical issues to be considered during the negotiation and drafting process for the asset purchase agreement (APA) and at each and every stage involved after that. This Practice Note contemplates a standard yet comprehensive transaction with split exchange and completion (for further information