The first significant step towards completion in a loan transaction is 'signing'. Signing is the point at which the parties execute the agreed versions of the documents and the deal becomes binding (albeit, in most cases, subject to certain conditions precedent being satisfied). For more information, see Practice Notes: How to arrange execution of the finance documents in a loan transaction and Signing and completion phase in loan transactions. After signing, the parties will proceed to satisfying the conditions precedent to funding. For more information, see Practice Notes: Conditions precedent and Conditions precedent phase in loan transactions. Once the conditions precedent have been satisfied, the lender's lawyers will perform the final pre-completion searches before funding. For more information, see Practice Note: How to conduct pre-completion searches in loan transactions. At completion the loan monies move between the parties and the transaction is 'completed'. In a simple corporate facility, this will involve money moving from the lender to the borrower or an existing lender whose loan is being refinanced. In other types of financing, such as

This Practice Note sets out the searches that should be carried out prior to completion (pre-completion searches), including official searches with priority, land charges searches, company and bankruptcy searches. It covers when each search is required, how to make the search, the purpose and effect of each search, the priority period applicable and what to do if adverse entries are revealed. It also highlights that extra pre-completion searches may be needed if a document is executed under a power of attorney. Pre-completion searches are carried out on behalf of the buyer, tenant or lender to confirm that the information obtained about the title during the due diligence process remains correct as at completion. If a lender is funding the purchase and taking security over the property, then it may carry out some or all of the pre-completion searches, or require the satisfaction of conditions precedent relating to the delivery of pre-completion searches before it allows the buyer to drawdown funds for completion (see Practice Note: Real estate finance—conditions precedent and the mechanics of drawdown in investment facilities). Official

This Checklist sets out the pre-completion searches that a buyer, tenant or mortgagee should make, when the searches are necessary, timing requirements and the priority periods given by each search. It is not an exhaustive list and additional searches may be required depending on the nature of the transaction. For details of how to make each search and how to deal with any adverse entries revealed, see Practice Note: Pre-completion searches. Search When is it necessary? Timing Priority period Official search with priority Use form OS1 for an official search with priority of the whole

They will take the form of both negative and positive covenants in the SPA/APA (generally with covenants in the main body of the SPA/APA being supplemented by specific covenants in a separate schedule) which impose limitations on the seller's operational control of the business between exchange and completion. The aim of the restrictions is to reduce the buyer’s risk between exchange and completion by seeking to ensure that the seller does nothing prior to completion which could materially increase the target company’s liabilities, reduce its assets or change the nature of the business.

Insert the following as a new definition (if not already included) in the definitions and interpretation clause of the share purchase agreement: 1 Definitions and interpretation Warranties • means the warranties[ and representations] set out in Schedule [insert number] and Warranty means any one of them; 1 Pre-Completion Undertakings 1.1 The Seller covenants with the Buyer that, without the prior written consent of the Buyer or except as required under this Agreement, it shall procure that between the date of this Agreement and Completion [the Company shall not OR no Group Company shall] take, do, carry out, permit or agree to do any of the actions or matters set out in the Schedule. 1.2 The Seller covenants with the Buyer that it shall not, between the date of this Agreement and Completion, dispose of any interest in, or grant any Encumbrance over, the Sale Shares or any of them. 1.3 The Seller covenants with the Buyer that, between the date of this Agreement and Completion, unless it has the prior written consent of the Buyer or except as required by this Agreement, it shall procure that [the

Insert the following as a new definition (if not already included) in the definitions and interpretation clause of the share purchase agreement: 1 Definitions and interpretation Warranties • means the warranties set out in Schedule [insert number] and Warranty means any one of them. 1 Pre-Completion Undertakings 1.1 The Seller covenants with the Buyer that, without the prior written consent of the Buyer or except as required under this Agreement, it shall procure that between the date of this Agreement and Completion[ the Company shall not OR no Group Company shall] take, do, carry out, permit or agree

Except with the consent of the Panel, an offer must not be announced subject to a pre-condition unless the pre-condition relates to the regulatory matters referred to in Rule 13.3. Similarly, subject to Rules 13.4(b) and (c), an offer must not be made subject to a condition or pre-condition relating to financing.

Pre-construction services agreement This Deed is made on [insert date of agreement] Parties 1 [insert name] (company number [insert number]) whose registered office is at [insert address] (the Employer, which term shall include all permitted assignees or transferees under this Agreement); and 2 [insert name] (company number [insert number]) whose registered office is at [insert address] (the Contractor). Whereas (A) The Employer intends to proceed with the Project. (B) The Employer wishes to engage the Contractor to provide the Services during the Pre-Construction Phase of the Project. (C) The Contractor has agreed to provide the Services and the Employer has agreed to pay the Contractor for the Services in accordance with the terms of this Agreement. This deed witnesses: 1 Definitions and Interpretation 1.1 In this Agreement the following expressions shall have the following meanings: Agreement • means this agreement together with all Recitals and Schedules annexed hereto; Architect • means the person identified as such in Schedule 1 Part B, or such other person as the Employer may appoint to act as the Architect for the Project and notify to the Contractor; [Building Safety Regulator • means

Contract entered into between the employer and a contractor engaged in a two stage tender prior to the building contract being finalised and executed pursuant to which the contractor will work with and advise the employer in relation to buildability, develop detailed designs, make preparations for the construction phase of the works and will finalise its price. The PCSA will cover the period from the submission of first stage tenders up to the submission of a second stage tender.

This Practice Note explores the use of pre-construction services agreements (PCSAs) which are typically used in two-stage tendering. Construction projects are often procured using a two-stage approach, which is very different from the traditional single stage tender method. Rather than asking contractors to submit a bid for the works in a competitive tender process and proceeding to enter into a contract with the selected contractor, many employers (although still opting to use a traditional or design and build lump sum contract) are choosing to negotiate with contractors and to use their expertise at an early stage in the procurement process. This alternative process is generally referred to as two-stage tendering (see Practice Note: What is two-stage tendering?). The services to be carried out by a contractor up until the building contract is entered into, and the contractual arrangement between the parties, are typically governed by a PCSA—sometimes also called a preliminary contract. What is a pre-construction services agreement? A PCSA is, in effect, an interim contract that fills the legal gap until a building contract can be entered

This Checklist sets out the key issues to consider when drafting or reviewing a pre-construction services agreement (PCSA). It is important to remember that the content and scope of PCSAs will depend on the type of services required of the contractor and the estimated length of the pre-construction period. As a result, the drafting can vary considerably. See Practice Note: Pre-construction services agreements for more on PCSAs. PCSAs normally combine elements taken from a letter of intent, a consultant's appointment and a building contract. The essential clauses are similar to those found in a letter of intent, but with additional provisions to deal with liaising with other parties and preliminary works being carried out on site. However, unlike a letter of intent, PCSAs are drafted as conventional legal agreements with separate sections for parties and recitals. Key issues and clauses • Background A PCSA should contain a recitals or background section which explains the basis for the appointment and the intention of the parties. It should be clear that the agreement relates to the performance of the services only contained

The underlying principle in property transactions is ‘caveat emptor’ or ‘let the buyer beware’. In other words, the risk is with the buyer to make sure that the property they purchase is the property they are expecting to acquire and that the price paid is a fair price for what is being sold. This puts the responsibility on the buyer to investigate the property as fully as possible before becoming committed to acquiring it. Pre-contract searches provide independent information about the property from third party sources which can add to or confirm information already obtained from a review of the title deeds or replies to enquiries. See also Practice Notes: Transferring commercial property—a practical guide—Pre-exchange—the due diligence process and Property—enquiries before contract and Due diligence—reviewing a registered title—checklist. This Practice Note looks at the pre-contract searches which must be carried out or are recommended to be carried out as part of the title due diligence process and which are most commonly encountered in practice. However, this list is not exhaustive and additional searches may be required depending