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PRECEDENTS
1 In this transfer 'the Covenantee' means [proprietor of the [upper OR lower] flat] of [insert address]
PRACTICE NOTES
Offence of the sale of aerosol paint to persons aged under 16 A person commits an offence under section 54 of the Anti-social Behaviour Act 2003 (ASBA 2003) if they sell an aerosol paint container to a person under the age of 16. An aerosol paint container means a device which: • contains paint stored under pressure, and • is designed to permit the release of the paint as a spray The aim of the offence is to reduce the incidence of criminal damage caused by acts of grafitti. See Practice Note: Criminal damage. Defences to offence under ASBA 2003, s 54 It is a defence for a person charged with an offence under ASBA 2003, s 54 to prove: • that the defendant took all reasonable steps to determine the buyer's age, and • that the defendant believed that the buyer was not under the age of 16 Where the sale was made by another person, it is also a defence for a person charged with an
NEWS
Pensions analysis: The Deputy Pensions Ombudsman has rejected a complaint about the sale of investments in a SIPP. Martin Scott of gunnercooke LLP looks at the decision.
CHECKLISTS
Set out below is a checklist of some of the issues that a lawyer acting for an administrator of a company (and the directors/company in some situations pre-appointment) selling a business and its assets should have in mind when drafting a sale and purchase agreement (the Agreement). This checklist can be used in a pre-pack situation or in a post-administration sale of business and/or assets. The checklist is not exhaustive, and depending on the type of business, there may be many other issues to consider. For more information, see: Sale and purchase of assets in administration—overview and Pre-pack administrations—overview. Below we make reference in places to asking the directors for information. This will not always be possible, eg in a hostile situation. Therefore, where directors are on board, they should be able to supply the information and will often be best placed to do so, but where the situation is hostile or if you are acting solely for the administrators, any requests should be made to the administrators, or
CHECKLISTS
This Checklist is for use where you are acting for the seller on the sale of a registered freehold or leasehold commercial property either with vacant possession or subject to a lease or leases. It is not exhaustive and will not cover every eventuality for every transaction. You must always consider whether there are any other issues that need to be addressed. It is assumed that: • the property is not subject to any residential tenancies, and • the seller is solvent It includes the following key sections: • Preliminary matters • Is the property subject to a legal charge? • Before exchange of contracts • Are you ready to exchange? • Exchange of contracts • Post exchange • Between exchange and completion • Are you ready to complete? • Completion • Post completion Preliminary matters See also Practice Note: Transferring commercial property—a practical guide—Preliminary matters. Are the seller’s instructions clear? Effective due diligence and transaction management require a sound understanding of the seller’s needs and of the proposed terms of the sale. Consider
PRACTICE NOTES
As fireworks are explosives there are strict rules in place in the UK regulating the sale, possession and use of fireworks contained in legislation such as the Explosives Act 1875 (EA 1875), the Fireworks Act 2003 (FiA 2003), the Fireworks Regulations 2004, SI 2004/1836 and the Explosives Regulations 2014, SI 2014/1638. There are also strict rules in place regarding the placement of fireworks on the market, including notification, categorisation, labelling, UK marking (CE marking pre-IP completion day), traceability and safety information requirements. These are contained in the Pyrotechnic Articles (Safety) Regulations 2015 (PASR 2015), SI 2015/1553. The Product Safety and Metrology etc. (Amendment etc) (EU Exit) Regulations 2019, SI 2019/696 amended PASR 2015, SI 2015/1553 to replace references to CE marking with UKCA marking, and to replace the mutual recognition of conformity assessment between the UK and the EU with an independent UK regime. While originally the recognition of CE marking in Great Britain was given an expiration date to give businesses time to adapt to the UKCA regime, the Product Safety and Metrology etc (Amendment)
GLOSSARY
A sale is the transfer of ownership by mutual asset of a thing from one person (the seller) to another (the buyer) for a money price.
PRACTICE NOTES
ARCHIVED: This Practice Note has been archived and is no longer maintained. The offence of the sale of intoxicating substances and butane cigarette lighter refills to persons aged under 18 Section 1(1) of the Intoxicating Substances (Supply) Act 1985 (IS(S)A 1985) states it is an offence for a person to supply or offer to supply a substance other than a controlled drug [which has the same meaning as in the Misuse of Drugs Act 1971]: • to a person under the age of eighteen whom he knows, or has reasonable cause to believe, to be under that age, or • to a person: ◦ who is acting on behalf of a person under that age, and ◦ whom he knows, or has reasonable cause to believe, to be so acting if he knows or has reasonable cause to believe that the substance is, or its fumes are, likely to be inhaled by the person under the age of 18 for the purpose of causing intoxication. The
NEWS
Law360: The Pension Protection Fund (PPF) has sold a business unit of photography giant Kodak to US private equity firm Kingswood Capital Management in a deal steered by Eversheds Sutherland and Kirkland & Ellis LLP.
PRACTICE NOTES
STOP PRESS: A significant restructuring of the UK listing regime came into effect on 29 July 2024, which included the removal of the premium and standard listing segments and the creation of a single listing category for equity shares in commercial companies. The commercial companies category is heavily disclosure-based and sits alongside other listing categories, such as the shell companies, secondary listing and closed ended investment fund categories. A new UK Listing Rules sourcebook came into force to implement the changes and the previous Listing Rules sourcebook was revoked. For further information, see Practice Note: Reform of the UK listing regime—fundamentals. This Practice Note reflects the listing regime as it was prior to 29 July 2024. In addition, this Practice Note refers to an earlier version of the UK Corporate Governance Code, rather than the current version that was published on 22 January 2024. For further information, see Practice Note: The UK Corporate Governance Code. In additon, significant reforms to the UK prospectus regime came into force on 19 January 2026. The new rules governing public offers
PRECEDENTS
1 Definitions In this Schedule the following definitions apply: Buyer's Surveyor a chartered surveyor with not less than 15 years' experience in the [residential development OR [as appropriate]] market in the [insert location] area; Code the International Property Measurement Standards (IPMS) 3B – Residential as contained in RICS Property Measurement (2nd Edition–January 2018)[or the edition current at the time of the Trigger Date]; Connected Party a 'subsidiary' or 'holding company' of
PRECEDENTS
This Agreement is made on [date] Parties 1 [insert name of party] [of OR a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at] [insert address] (Principal); and 2 [insert name of party] [of OR a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at] [insert address] (Agent), (each of the Principal and the Agent being a party and together the Principal and the Agent are the parties). Background (A) The Principal [manufactures OR manufactures and sells] the Products (as defined below). (B) The Principal wishes to appoint the Agent as its exclusive agent in the Territory (as defined below) for the [marketing OR marketing and sale] of the Products on the terms of this Agreement. (C) The Agent has agreed to [market OR market and sell] the Products in the Territory on the Principal’s behalf on the terms of this Agreement. The parties agree: 1 Definitions and interpretation 1.1 In this Agreement, unless otherwise provided: Affiliate • means any entity that directly or indirectly Controls, is Controlled by, or is under common Control