This Deed is made on [insert day and month] 20[insert year] Parties 1 [Insert name of selling corporate entity] incorporated in [England and Wales OR [insert country of incorporation]] with registered number [insert company number] whose registered office is at [insert address] (the Seller), 2 [Insert name of purchasing corporate entity] incorporated in [England and Wales OR [insert country of incorporation]] with registered number [insert company number] whose registered office is at [insert address] (the Buyer), and 3 [Insert name of bank acting as retention agent] incorporated in [England and Wales OR [insert country of incorporation]] with registered number [insert company number] whose registered office is at [insert address] (the Retention Agent) [(each of the Seller, the Buyer and the Retention Agent being a Party and together the Seller, the Buyer and the Retention Agent are the Parties).] BACKGROUND: (A) The Seller and the Buyer have entered into the Asset Purchase Agreement (as defined below). (B) Pursuant to the terms of the Asset Purchase Agreement, the Seller and the Buyer agree that the Buyer shall deposit the Retention Sum (as defined below) into the Retention Account (as defined

This Deed is made on [insert day and month] 20 [insert year] Parties 1 [Insert seller name] incorporated in[ [ England and Wales] OR insert country of incorporation] with registered number [insert company number] whose registered office is at [insert address] (the Seller), 2 [Insert buyer name] incorporated in [England and Wales OR insert country of incorporation] with registered number [insert company number] whose registered office is at [insert address] (the Buyer), 3 [Insert name of seller’s solicitors] of [insert address] (the Seller’s Solicitors), and 4 [Insert name of buyer’s solicitors] of [insert address] (the Buyer’s Solicitors) [(each of the Seller, the Buyer, the Seller’s Solicitors and the Buyer’s Solicitors being a [Party] and together the Seller, the Buyer, the Seller’s Solicitors and the Buyer’s Solicitors are the [Parties]).] BACKGROUND: (A) The Seller and the Buyer have entered into the Asset Purchase Agreement (as defined below). (B) Pursuant to the terms of the Asset Purchase Agreement, the Seller and the Buyer agree that the Buyer shall deposit the Retention Sum (as defined below) into the Retention Account (as defined below) on the terms set out in the Asset

This Deed is made on [insert day and month] 20[insert year] Parties 1 [Insert name of selling corporate entity] incorporated in [England and Wales OR [insert country of incorporation]] with registered number [insert company number] whose registered office is at [insert address] (the Seller); 2 [Insert name of purchasing corporate entity] incorporated in [England and Wales OR [insert country of incorporation]] with registered number [insert company number] whose registered office is at [insert address] (the Buyer); and 3 [Insert name of bank acting as retention agent] incorporated in [England and Wales OR [insert country of incorporation]] with registered number [insert company number] whose registered office is at [insert address] (the Retention Agent), [(each of the Seller, the Buyer and the Retention Agent being a Party and together the Seller, the Buyer and the Retention Agent are the Parties).] background: (A) The Seller and the Buyer have entered into the Share Purchase Agreement (as defined below). (B) Pursuant to the terms of the Share Purchase Agreement, the Seller and the Buyer agree that the Buyer shall deposit the Retention Sum (as defined below) into the Retention Account (as defined

This Deed is made on [insert day and month] 20[insert year] Parties 1 [Insert name of selling corporate shareholder] incorporated in [England and Wales OR [insert country of incorporation]] with registered number [insert company number] whose registered office is at [insert address] (the Seller); 2 [Insert name of purchasing corporate entity] incorporated in [England and Wales OR [insert country of incorporation]] with registered number [insert company number] whose registered office is at [insert address] (the Buyer); 3 [Insert name of seller’s solicitors] of [insert address] (the Seller’s Solicitors ); and 4 [Insert name of buyer’s solicitors] of [insert address] (the Buyer’s Solicitors ), [(each of the Seller, the Buyer, the Seller’s Solicitors and the Buyer’s Solicitors being a Party and together the Seller, the Buyer, the Seller’s Solicitors and the Buyer’s Solicitors are the Parties).] BACKGROUND: (A) The Seller and the Buyer have entered into the Share Purchase Agreement (as defined below). (B) Pursuant to the terms of the Share Purchase Agreement, the Seller and the Buyer agree that the Buyer shall deposit the Retention Sum (as defined below) into the Retention Account (as defined below) on

Important note—Archived Practice Note: this Practice Note is no longer updated as it relates to the position prior to the introduction of simplified Immigration Rules and procedures at and before the end of the Brexit transition period. It has been retained in archived form for historic interest. The Home Office has a policy of retaining valuable original documents where an in-country application has been refused or has been deemed to be invalid in circumstances where the applicant has no leave other than statutory leave under sections 3C or 3D of the Immigration Act 1971 (IA 1971). Note that IA 1971, s 3D was deleted with effect from 1 December 2016. For further information, see Practice Note: Dealing with curtailment and cancellation. This has led to a number of difficulties in situations such as submitting a new application for leave to remain or arranging voluntary departure. This Practice Note deals with the following aspects of retention of valuable documents: • the primary legislation and relevant Home Office guidance

This Practice Note looks at the practice, in construction contracts, of employers retaining an agreed percentage from interim payments due to a contractor or sub-contractor as security for the future performance of its obligations under the building contract/sub-contract (known as ‘retention’ or ‘retentions’). It looks at the amount usually retained, the treatment of retention money, its release and retentions under standard form building contracts. It also considers the use of retention bonds and highlights the government plan to prohibit retention practices in construction contracts. The concept of a retention from interim payments is commonplace in commercial construction contracts, particularly standard form ones. This familiar landscape is due to change imminently now that the UK government has introduced the Commercial Contracts Bill which will, once in force, prohibit the use of retention clauses in construction contracts. See, below, ‘Change ahead: Change ahead: UK government proposals to outlaw retention What is retention? Retention is the name given to the money the employer retains from interim payments as security for the future performance of the contractor’s obligations

EU Law analysis: In X v Belgian State, the Grand Chamber of the Court of Justice updated its position on when it is possible for a third-country national (TCN) victim of spousal domestic violence to retain rights following divorce from the EU citizen. In its earlier decisions (Singh, Case C-218/14 and NA, Case C-115/15) the court considered the order of events giving rise to retained rights for TCN spouses under Article 13 of Directive 2004/38. One key issue being where the EEA national departs prior to divorce. In NA, the court specifically considered this in a context of domestic violence, and held that the EEA national must reside in the host Member State until the commencement of divorce proceedings. In his Opinion for X v Belgian State, Advocate General Szpunar analysed the pre-existing case-law and argued that the position needed to be changed for victims of domestic violence. The Court of Justice followed suit. Written by Dr Catherine Taroni, barrister at Richmond Chambers LLP.

Introduction This Practice Note looks at the conditions for obtaining retained and derived rights of residence under EU free movement law in the Member State of residence (the host Member State). The conditions for retaining the right of residence in the host Member State are based on the rights set out in Directive 2004/38/EC (the Citizens’ Directive). The conditions for obtaining a derivative right of residence in the host Member State are based on the relevant EU law tests. Note that where the Practice Note refers to the term 'EU nationals', it refers to nationals of EU Member States. Nationals of the European Economic Area (Norway, Iceland and Lichtenstein) also benefit from EU free movement law, under the Citizens’ Directive. Accordingly, where EU nationals are referred to in this Practice Note, they also include EEA nationals. Switzerland is party to the Agreement between the EU and the Confederation of Switzerland with free movement rules which are very similar to the rules contained under the Citizens’ Directive. Retained rights of residence Non-EU

This Practice Note considers retention of title clauses, also known as reservation of title, ROT or Romalpa clauses. It considers the uses and limitations of retention of title clauses in protecting a creditor-seller from the insolvency of a debtor-buyer. The Practice Note considers the key elements of retention of title clauses, simple retention of title clauses and extended retention of title clauses including ‘all monies’ clauses and ‘proceeds of sale’ clauses. It also considers some practical matters concerning incorporation of retention of title clauses, enforcement and alternate routes of protection open to a seller. What is a retention of title (ROT) clause? At its simplest, a retention of title clause is a provision in a contract which allows the seller to retain title to goods which it has delivered to a buyer until the buyer has paid for them in full or, where permitted to do so, sold them on to a third party (Aluminium Industrie Vaassen v Romalpa Aluminium). A retention of title clause is sometimes referred to as a reservation of title clause, ROT clause

The Sale of Goods Act 1979, ss 17, 19 provide for a right to retain title to goods. This can be done by inserting a retention of title clause into the contract for sale whereby the passing of the title in the goods supplied under the contract is made subject to the buyer paying the full purchase price for the goods. Also known as a Romalpa clause.

A clause used by suppliers to retain title to goods.

1 Title and risk 1.1 Risk in the Goods will pass to the Buyer [on [ completion of] delivery OR when the Goods are transferred to the carrier]. 1.2 Title to the Goods will pass to the Buyer once the Seller has received [payment in full for the Goods OR payment in full for all debts owed by the Buyer to the Seller (including payment for the Goods) at any given time]. 1.3 Until title to the Goods has passed to the Buyer, the Buyer will: 1.3.1 hold