An asset purchase enables the buyer to purchase only those assets and liabilities that it requires and expressly agrees to acquire in the asset purchase agreement (APA). When the acquisition is completed, the buyer becomes the owner of those assets and subject to those liabilities, leaving unwanted assets and, more importantly, liabilities behind in the hands of the seller. Asset purchases allow a buyer flexibility to pick and choose assets and largely avoid the risk of it acquiring unwanted liabilities. The APA will achieve this by differentiating between ‘assumed’ and ‘excluded’ liabilities, thus enabling the buyer to leave behind with the seller any unwanted liabilities. The liabilities that the buyer has agreed to take over from completion should therefore be set out in the definition of ‘assumed liabilities’ in the APA and any additional liabilities which will not be taken over by the buyer should

Where a right to forfeit for a breach of covenant or condition arises, a landlord, with knowledge of the breach, is put to an election as to whether it wishes to forfeit the lease, or waive the right to forfeit and allow the lease to continue. What will amount to an act of waiver will depend upon the particular facts and circumstances, although examples of waiver include serving notice under

Conveyancing Standard Conditions of Sale- 5th Edition (‘Standard Conditions’) ‘6.3.5 When a sum to be apportioned is not known or easily ascertainable at completion, a provisional apportionment is to be made according to the best estimate available. As soon as the amount is known, a final apportionment is to be made and notified to the other party. Any resulting balance is to be paid no more than ten working days later, and if not then paid the balance is to bear interest at the contract rate from then until payment.’ The standard conditions are a set of Law Society produced contract conditions to which the vast majority of residential sale contracts are subject. A conveyancer is not obliged to incorporate the standard conditions of sale into any contract but it is uncommon to see a contract which is not subject to them. The standard conditions

The ‘polluter pays’ principle is a fundamental principle of EU environmental law. It is enshrined in Article 191 of the Treaty on the Functioning of the EU. Accordingly, it is a governing principle of environmental law in the UK. In addition to its application as a general legal principle, the ‘polluter pays’ principle is also reflected in the specific legal regime for contaminated land contained in Part IIA of the Environmental Protection Act 1990 (EPA 1990). As a starting point, both EU law and the domestic law relating to contaminated land impose certain legal obligations on those responsible for pollution or risks from pollution at a site. A classic example would be pollution and the risks of pollution from mines. Here, in addition to planning conditions and planning obligations likely to have been imposed on the operator of a mine, the law relating to contaminated land and, more

There is an express or implied term in a lease of business premises that a tenant has the right to quietly enjoy the premises. Quiet enjoyment is the right to peaceably and quietly enjoy the premises without interruption of possession. The landlord can only interfere with the use and benefit of the premises by the tenant if it has a lawful excuse. The Court of Appeal in Sanderson v Berwick-on-Tweed (Mayor), stated: 'it appears to us to be in every case a question of fact whether the quiet enjoyment of the land has or has not been interrupted…'. Therefore, the answer is likely to turn on the factual circumstances behind the disconnection of the electricity supply and the terms of any express quiet enjoyment covenant in the lease. What was the reason for the disconnection? Was it disconnection at the request of the electricity supplier or was it required

Section 8J of the Inheritance Tax Act 1984 (IHTA 1984)) defines the term ‘inherited’ for the purpose of the residence nil rate band. The general definition, contained in IHTA 1984, s 8J(2) is that B inherits the property if there is a disposition of it (whether effected by Will, under the law relating to intestacy or otherwise) to B. That definition is disapplied by IHTA 1984, s 8J(3)(b) if immediately before the death of the deceased person (D), the property was settled property in which D was beneficially entitled to an interest in possession. In such a case, IHTA 1984, s 8J(5) applies and provides that B inherits the property if B becomes beneficially

Marriage between members of the opposite sex is governed by the Marriage Act 1949 (MA 1949) and Matrimonial Causes Act 1973 (MCA 1973), whereas marriage between members of the same sex is governed by the MA 1949, MCA 1973 and Marriage (Same Sex Couples) Act 2013. Civil partnerships between members of the opposite sex is governed by

In answering this Q&A, we have assumed not to refer to a scheme provided by a school or education provider. Equality law in general applies on a case-by-case basis, with particular duties applying for public authorities and other bodies exercising public functions. The aim in each case is to tackle systemic discrimination and disadvantage affecting people with particular protected characteristics, including disability, by eliminating prohibited conduct (eg discrimination, harassment and victimization) and integrating advancement of equality and good relations into the day-to-day functions of public bodies. For background reading, see: Protected characteristics—overview and Prohibited conduct (discrimination etc)—overview. The public sector equality duty (PSED) as set out in Part 11 of the Equality Act 2010 (EqA 2010) comprises a general over-arching equality duty, supported by specific duties intended to help performance of the general

To ascertain whether the Market Abuse Regulation (MAR) (Regulation (EU) 596/2014) would apply to financial instruments traded on a matched bargain facility, it is necessary to look at whether such a facility would constitute a regulated market, multilateral trading facility (MTF) or organized trading facility (OTF). See the definitions of regulated market OTF and MTF contained within Regulation (EU) 596/2014, art 3(1) (MAR) of which requires you to cross-refer to the definitions contained within Markets in Financial Instruments Directive II (MiFID II) (Directive 2014/65/EU). Directive 2014/65/EU, art 4(1)(21) (MiFID II) defines a regulated market as ‘A multilateral system operated and/or managed by a market operator, which brings together or facilitates the bringing together of multiple third-party buying and selling interests in financial instruments in the system and in accordance with its non-discretionary

A claim for an order for the sale of a property in order to enforce a final charging order is governed by CPR 73.10C, which provides that, subject to the provisions of any enactment, the court may, upon a claim by a person who has obtained a charging order over an interest in property, order the sale of the property to enforce the charging order. The claim will usually be brought in the court which made the charging order,

The duty of fidelity implied into every contract of employment will generally prevent an employee from disclosing to third parties confidential information which comes to his knowledge during the course of his employment. In addition to this, certain very confidential information, generally known as trade secrets, will be protected by the equitable duty of confidence. These two duties have combined historically to determine the implied duty on an employee in relation to confidential information. For further information, see Practice Note: Confidential information in employment. The categorisation of information which comes to an employee's knowledge during the course of his employment may be very important. Such information may be divided into the following broad categories (largely derived from the case of Faccenda Chicken v Fowler): • information that is largely incidental to the employer's business interests and/or is readily available from public sources (category one) • information that amounts to general knowledge and skill acquired by the employee during or prior to his

The case of Burchell v Raj Properties Ltd addresses this issue (although it was not the point at issue in the case, but part of an argument as to the interpretation of a user covenant). In that case, the lease did not contain a conventional alienation covenant, but provided as follows: ‘Within one calendar month after every assignment transfer