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GLOSSARY
means a form that has been agreed by the parties and which has been [duly executed or] initialled by them, or on their behalf, for identification purposes, with any alterations that may be agreed between the parties in writing [including to take account of any changes agreed between the date of this Agreement and Completion].
GLOSSARY
An agreed statement of facts is a document jointly prepared by the parties that records the material facts not in dispute for a hearing, trial, sentencing or appeal. It streamlines case management by narrowing the issues, avoiding unnecessary evidence, reducing costs and time, and assisting the judge or tribunal.The term is a descriptive practice expression rather than a defined statutory term. In England and Wales and Northern Ireland, agreed facts operate as admissions: once filed or stated on the record, they generally require no proof and cannot be withdrawn without the court’s permission (consistent with the regimes on formal admissions in criminal and civil procedure, including Criminal Justice Act 1967, Criminal Procedure Rules and notices to admit). In Scotland, the functional equivalent is a joint minute of admissions in both civil and criminal proceedings, which, when lodged, binds the parties as to the admitted facts. In Ireland, Superior Courts practice (notably in the Commercial List) often directs a statement of agreed facts and issues; agreed facts are treated as admissions and stand in place of evidence.Typical features include concise, numbered factual propositions, confined to facts (not law or argument), signed by legal representatives and filed or lodged for inclusion in the trial bundle or hearing papers. Usage is broadly consistent across the UK and Ireland.
CHECKLISTS
This Checklist sets out the main factors that an in-house lawyer should consider when agreeing engagement terms with an external law firm in relation to a banking and finance transaction. It is written for banking and finance lawyers working in banks or other financial institutions. For information on issues to consider when selecting which external law firms to work with, see Practice Note: Selecting external law firms—a guide for in-house banking and finance lawyers. Type of engagement The engagement documentation will vary in format and extent, depending on the existing relationship between the bank or financial institution and the law firm in question. Factors to check include: • whether the firm to be instructed is on the bank or financial institution's legal panel. For more information, see Practice Note: Selecting external law firms—a guide for in-house banking and finance lawyers • whether there are any standing terms of engagement between the parties, such as a panel agreement. If so, this documentation is likely to include most of the
GLOSSARY
Agreement is broadly defined under EU and UK competition law so as to include activities ranging from a legally enforceable contract between two or more parties to an informal albeit clear understanding, whether entered into in writing or verbally.
GLOSSARY
An agreement among lenders is a common feature in the US unitranche market and refers to the document under which lenders set out their respective priorities and other intercreditor issues on a unitranche financing.
PRECEDENTS
Agreement Among Underwriters (US IPO) [insert number] Shares (plus [insert number] Shares to cover over allotments, if any) [COMPANY NAME] Common Stock [insert date], 20[insert year] [Insert name of party] [Insert name of party] As Representatives of the Several Underwriters c/o [Insert name of party] [Insert name of party] [Insert name of party] Re: Public Offering of Common Stock of [COMPANY NAME] Dear [insert text]: We wish to confirm as follows our agreement with you with respect to the purchase, from [insert name of corporate entity], a [insert nature of corporate entity] corporation (the Company), of an aggregate of [insert number] shares (the Firm Shares) of the Company's Common Stock, par value $[insert number] per share (the Common Stock), as well as with respect to the purchase any of the [insert number] shares (the Optional Shares) of Common Stock which the Underwriters (as hereinafter defined) shall have determined to purchase from the Company pursuant to Section [insert section number] of the Underwriting Agreement (as hereinafter defined). The Firm Shares and the Optional Shares are hereinafter collectively referred to as the Shares. 1 Underwriting Agreement Annexed hereto as Exhibit A is a copy of a proposed underwriting
GLOSSARY
An agreement that, with or without consideration, creates, modifies or terminates rights to the future estate or estates of one or more persons party to the agreement. This includes agreements resulting from mutual Wills. In some civil law jurisdictions with forced heirship provisions, it is possible to make succession agreements overriding these provisions (for example, in Germany).
CHECKLISTS
When a charity decides to partner with a professional fundraiser or commercial participator, they will need to enter into a form of agreement the details of which should satisfy the statutory requirements in this regard. Professional fundraiser For the purpose of the agreement, a professional fundraiser is defined as a person: • apart from a charitable institution, or a company connected with such an institution, who carries on a fund-raising business, or • apart from a charitable institution, or a company connected with such an institution, or an officer, employee or trustee of the same, a person soliciting funds in a radio or television programme or a commercial participator, who for more than £10 per day or £1000 per year (or £1000 per fund-raising venture) solicits funds for a charity Commercial participator A commercial participator is a person, other than a company connected with the charity, who carries on a business for gain (other than a fundraising business) in the course of which they engage in a promotional venture, which is stated
PRECEDENTS
Date [date] Parties 1 [name of Grantor] [of OR incorporated in England and Wales (company registration number [number]) whose registered office is at OR [address] (Grantor) 2 [name of Grantee] of OR incorporated in England and Wales (company registration number [number]) whose registered office is at] [address] (Grantee) 1 Definitions In this Deed, the following definitions apply: Access Area • the part [of the grounds] of the Grantor’s Land shown [edged OR coloured OR hatched] [colour] on the Plan [measuring [measurement] by [measurement]]; Bank • [name of bank] of [address]; Deposit • £[amount]; Grantee’s Land • the land [known as [description]] [comprised in title number [title number]] shown [for the purposes of identification only] [edged OR coloured OR hatched] [colour] on the Plan; [Grantor’s Land • the land [known as [description]] [comprised in title number [title number]] shown [for the purposes of identification only] [edged OR coloured OR hatched] [colour] on the Plan;] Legislation • all legislation in force in the United Kingdom at any time during the Works Period, including: (a) Acts of Parliament; (b) orders, regulations, consents, licences, notices and bye laws made or granted: i under any Act of Parliament; ii by a local authority or by a court of competent jurisdiction;
GLOSSARY
An agreement to be used when a company wishes to engage an individual to produce a film
PRECEDENTS
DATE [date] Parties 1 [name of Landlord] [of OR incorporated in England and Wales with company registration number [number] whose registered office is at] [address] [and whose address for service in England and Wales is [address]] (Landlord) 2 [name of Tenant] [of OR incorporated in England and Wales with company registration number [number] whose registered office is at] [address] [and whose address for service in England and Wales is [address]] (Tenant) 3 [[name of Guarantor] [of OR incorporated in England and Wales with company registration number [number] whose registered office is at] [address] [and whose address for service in England and Wales is [address]] Guarantor)] 1 Definitions In this Agreement the following definitions apply: Actual Completion Date • the date of actual completion of the Lease, and references in the Standard Conditions to 'actual completion' must be read accordingly; Completion Date • [the later of [date] and] [5] working days after the date on which the Condition is satisfied; Condition • the condition set
PRECEDENTS
date [date] Parties 1 [name of Landlord] [of OR incorporated in England and Wales (company registration number [number]) whose registered office is at] [address] (Landlord) 2 [name of Tenant] [of OR incorporated in England and Wales (company registration number [number]) whose registered office is at] [address] (Tenant) 3 [[name of Guarantor] [of OR incorporated in England and Wales (company registration number [number]) whose registered office is at] [address] (Guarantor)] 1 Definitions In this Agreement, the following definitions apply: Actual Completion Date • the date on which the grant of the Lease is completed; Completion Date • [[date] OR [number] working days after the [last unsatisfied] Condition is satisfied]; Completion Money • (a) the amounts apportioned under clause 13.8; [and] (b) [any other money due to the Landlord under this Agreement;] [Condition • any one of [the Consent Condition (in accordance with clause 4) AND/OR the Planning Condition (in accordance with clause 5) AND/OR the Vacant Possession Condition (in accordance with clause 6) AND/OR the Works Condition (in accordance with 7)];] Landlord's Solicitors • [name] of [address] (reference: [details]) [or any other solicitors the Landlord notifies to the Tenant [and the Guarantor] ]; [Landlord's Title • title number[s] [number] [and [number]];] Lease • a lease in the form attached to this Agreement at Appendix 1; Legislation