Drafting note to this Precedent Rent review allows the rent to be adjusted to reflect inflation and/or changes in the market during the term of a lease. The Lease will prescribe the date and the basis for rent review, together with a mechanism for dispute resolution and/or third party determination of the Revised Rent. Although rent is reviewed with effect from a specified date, the review process is often not complete, and may not even have begun by that date. The Landlord's failure to serve a 'trigger notice' does not necessarily terminate its right to a review of the rent.

Report on construction documentation This Precedent is a template for a due diligence report on construction documentation to be provided to a purchaser in relation to the potential purchase of a property. The template has been drafted on the basis that the construction work at the property has reached practical completion. It sets out the key elements of the building contract and related documents (appointments, warranties, security documents, etc) that should typically be covered in the report. What needs to be covered in a report will ultimately depend upon the property in question, the construction documents and the replies to enquiries provided by the vendor, however, this is intended to provide a starting point for a report. Please note that while this form of report can be used for reporting on any forms of construction contract, if the construction contract is not a RIAI contract, some of the language may need to be amended to match that in the contract. [insert name of property] Executive summary This section should be used to summarise the overall view of the construction documents

Property: [insert name and/or address of the Property] (‘Property’) Purchaser: [insert name, address and (if applicable) company registration number of Purchaser] Transaction: [insert brief details] 1 Executive summary Scope of report This report is drafted for the sole benefit of the purchaser. It is assumed that the firm preparing the report has already informed the client of any limit on its liability to the client (eg in the client care letter). If this is not the case, consider amending the report to include the relevant limit of liability. The purchaser may ask for the benefit of the report to be extended to third parties; for example, its lender. If a third party is permitted to rely on the report, you will owe a duty in tort to that third party. In those circumstances, you should: • limit the firm’s liability to the third party—the limit on liability is a matter to be negotiated with the third party and should be approved by a partner, and • send a separate letter to the third party confirming that they can rely on the report subject to the agreed

This Precedent is designed to report on the terms of a new lease to be granted to a tenant who intends to occupy the property. It can be easily adapted to report on the terms of an underlease to be granted to an undertenant. This Precedent and associated drafting notes cover and provide guidance on the issues that commonly arise in transactions of this type. The drafting notes are not exhaustive and you must always consider whether there are any other issues that need to be addressed. Always review the entire lease. The Precedent contains optional drafting to cover common scenarios. Always check the terms of the lease before including the optional drafting. This precedent lease report: • is to be annexed to Precedent: Ireland—Report on title—property report for leasehold occupier and the drafting assumptions listed in the report on title also apply to this Precedent • does not address the landlord’s title. This is addressed in Precedent: Ireland—Report on title—property report for leasehold occupier • assumes that the landlord is either the freeholder or

To: The [directors OR partnership] [Insert the Tenant’s name, address and (if applicable) company registration number] Dear [insert organisation name] [Insert the name and address of the Property] (the Property) Item 1—Scope of this report and reliance The precedent report on title and associated drafting notes cover and provide guidance on the issues that commonly arise on the grant of a new lease to a tenant who intends to occupy the Property. They are not exhaustive. Always consider whether there are any other issues that need to be addressed. Defined terms used in the main report have the same meaning when used in these drafting notes. The Precedent contains optional wording to include if there is a Head Lease and the Head Landlord owns the freehold and the Landlord owns the leasehold interest in the Property. Drafting assumptions It is assumed that: • there are no residential units • the Lease is a commercial lease of whole or part with vacant possession • this is the grant of a new lease and not the renewal of an existing lease • the Lease will not be substantially

In certain sections in this Practice Note, English decisions are cited as authority for certain propositions and principles of law. In these circumstances, while there are no Irish decisions expressly accepting these principles into Irish law, the relevant English decisions can be taken as having persuasive authority in Ireland. ‘Representation’ and ‘warranty’ have specific meanings and are distinct from other common terminology used in commercial contracts (such as conditions, indemnities and undertakings), which are not covered in this Practice Note. For more information on such terminology, see Practice Notes: • Ireland—Contracts—formation and interpretation • Ireland—How to review an indemnity clause What are representations and warranties and why does the distinction matter? Representations and warranties are commonly included in a wide variety of commercial agreements including those for: • share and asset purchase • supply of goods and services, and • IT and IP licensing They are an important tool in managing the risk of parties but there are significant differences between them and advisers should understand the differences, why they

Scope of this Practice Note This Practice Note provides an overview of representative actions in Ireland under the Representative Actions for the Protection of the Collective Interests of Consumers Act 2023 (Ireland) (RAPCICA 2023 (IRL)), which transposes Directive (EU) 2020/1828 (the EU Representative Actions Directive) into Irish law. It outlines the role of Qualified Entities (QEs), available remedies, procedural requirements and key limitations—such as the prohibition on third-party litigation funding and the opt-in nature of claims. A comparative analysis with other jurisdictions is also included. Evolution of collective redress in Ireland Collective, or class actions, are designed to enable groups of individuals to pursue legal claims collectively, thereby promoting procedural efficiency and distributing the burden of litigation. While jurisdictions such as the United States have long embraced comprehensive class action regimes, Ireland has historically lacked an equivalent framework. The enactment of RAPCICA 2023 (IRL) introduces a new civil litigation mechanism in Ireland. Under this regime, designated QEs may bring representative actions on behalf of consumers whose rights have been infringed by unlawful

This Precedent request for consent to assignment is intended to be used where a commercial contract expressly prohibits assignment, or specifies that it can only be assigned with the consent of the other party to the contract. If such consent is needed, the assignor should consider seeking consent in the terms of this letter to the other party. This Precedent is not intended for use for seeking consent to assignment of a lease. Check to see if there is a confidentiality clause prohibiting details of the contract being made available to third parties. Where disclosure is prohibited, the assignment should not be requested without evaluating the consequences of breaching the confidentiality clause. In such circumstances, consider obtaining, before asking the other party for its consent to the assignment, its consent to details of the contract being revealed to the proposed assignee. For guidance, on assignment of rights under contract, see Practice Note: Ireland—Assigning rights under contracts. If consent to an assignment is not forthcoming, it is worth checking to see if the party whose

General This is a precedent reservation of rights letter for use with a bilateral facility agreement where the borrower has breached the facility agreement and the lender wants to reserve its rights under the facility agreement and other finance documents. This reservation of rights letter can be adapted for use in syndicated transactions where the facility agent usually signs the letter on behalf of all the lenders in the syndicate. When is a reservation of rights letter required? Facility agreements typically include a mechanism under which a lender can, if it chooses, take certain actions if the borrower breaches the facility agreement or certain other events occur. The events that allow the lender to take such action are normally specifically set out in the facility agreement and are referred to as events of default. If the borrower breaches the facility agreement, the lender will need to consider its options. The lender may want to accelerate the loan, or alternatively may wish to continue the facility subject to additional risk mitigation measures eg provision

This Practice Note looks at the company law implications regarding the resignation of a company secretary. It does not discuss how a company secretary may be appointed or be removed, as to which see Practice Notes: Ireland—Appointment of a company secretary and Ireland—Removal of a company secretary. Resignation of a company secretary The Companies Act 2014 (Ireland) (CA 2014 (IRL)) does not contain any specific provisions about how a company secretary may resign. Subject to any specific provisions in the company’s constitution or the company secretary’s contract of employment, it is usual practice for a company secretary to resign by way of a resignation letter addressed to the directors of the company. A company is required under CA 2014 (IRL), s 129(1) to have a company secretary, therefore when a secretary resigns the company must arrange for a replacement to be appointed. The Companies Registration Office will not register a resigning

This Precedent sets out the wording for an ordinary resolution to allow the directors of a private company limited by shares to authorise any actual or potential infringement of the duty to avoid conflicts of interest. The Companies Act 2014 (Ireland) (CA 2014 (IRL)) sets out the statutory duties

This Precedent contains two alternative resolutions that may be used by a company to approve a substantial property transaction between that company and one of its directors, a director of its holding company or a connected person of such a director in accordance with the Companies Act 2014, section 238 (CA 2014 (IRL)). Each resolution assumes that the approval is being given by ordinary resolution. If either resolution is proposed as a written resolution, it may be inserted into Precedent: Ireland—Written resolution of members of a private company limited by shares (and once the written resolution has been passed. The word 'Company' is capitalised in each resolution because it is likely to be a defined term in the written resolution or notice of general meeting that contains the resolution, as applicable (if it is not, it should be defined in the resolution or no longer capitalised). Members’ approval of a substantial property transaction Unless the arrangement is approved by members or it is conditional on such