Lunch & Learn Liquidated Damages Best Practice Alistair Maughan 10 February 2014 Morrison & Foerster (UK) LLP
|
|
- Amie Lynch
- 6 years ago
- Views:
Transcription
1 Lunch & Learn Liquidated Damages Best Practice Alistair Maughan 10 February 2014 Morrison & Foerster (UK) LLP 2013 Morrison & Foerster (UK) LLP All Rights Reserved mofo.com
2 Lunch & Learn 2 nd Monday of each month 45 minutes via webinar Unaccredited CPD points Rolling 3 month schedule Monday, 10 March: IP rights: Effect of a Company s Failure or Financial Distress Speaker: Howard Morris Monday, 14 April: Structuring Multi-country Agreements: Choosing Key Clauses Speaker: Tim Roughton Monday, 12 May: Keep it in the Family: Retaining Privilege in Sensitive Documents Speaker: Alan Owens 2
3 Today Questions at the end. Or me afterwards Phones are muted to reduce background noise I ll unmute at the end This is MoFo. 3
4 Liquidated Damages 1. What are Liquidated Damages? 2. Why choose LDs? 3. LDs and Penalty Clauses 4. Early Termination Payments 5. Take or Pay Clauses 6. Sole and Exclusive Remedy? 7. Earn-back? 8. Practical Drafting Approaches 4
5 What and Why? What are Liquidated Damages? Why choose LDs? Payable when there s a delay in delivery or completion of a project LDs are about time; Service Credits are about quality Typical formula may be X,000 (or X% of charges) per week of delay in hitting a specified timescale Customer Greater certainty Preserve the commercial Relationship Avoids wasted court time Focuses supplier attention Supplier Greater certainty Preserve the commercial Relationship Avoids wasted court time Downside is added layer of risk 5
6 LDs and Penalty clauses Hallmark of LDs clause: The parties confirm that these sums represent a genuine pre-estimate of X's loss. To avoid LDs being a penalty and therefore unenforceable whether a provision is to be treated as a penalty is a matter of construction, to be resolved by asking whether at the time the contract was entered into the predominant contractual function of the provision was to deter a party from breaking the contract or to compensate the innocent party for breach (Lordsvale Finance plc v Bank of Zambia [1996] QB 752, 762G) But genuine pre-estimate is not the only test 6
7 Penalties Cavendish Square Holdings v El Makdessi [2012 1st instance; 2013 Court of Appeal] If the seller breached the restrictive covenants, the agreement provided that: he would not be entitled to receive certain deferred and conditional consideration payments due to him (Clause 5.1) the defaulting seller could be required to sell the remaining shares held by that seller and the purchase price was to be calculated by reference to the net asset valuation on the date on which the seller defaulted and not the purchase price which C would otherwise have to pay to the seller if it exercised its option to acquire the remaining shares in the company had the seller not been in default (Clause 5.6) Makdessi argued that these provisions were unenforceable penalty clauses 7
8 High Court Clause 5.1 was not a penalty: Penalties it was commercially justified because it sought to adjust the purchase price in respect of the first 47.4% of shares purchased by C it had been the subject of detailed negotiation by experienced solicitors and, as a result, the risk of oppression was reduced it was not an extravagant consequence of the default Clause 5.6 was not a penalty: its commercial purpose was to de-couple the parties in the event of breach and adjust the purchase price in respect of the remaining 20% of the shares held by M the purpose of the clause was not to deter and M had not shown that it was oppressive it was fully negotiated by experienced solicitors and there was a level playing field 8
9 Penalties Court of Appeal High Court decision overturned Starting point = genuine pre-estimate of loss On the facts, these clauses were extravagant and unreasonable and so not a genuine pre-estimate of loss Could the clauses be rescued because of a commercial justification? 9
10 Penalties Lessons Clauses that require the payment of an amount on the occurrence of specified breaches are not the only clauses that can amount to unenforceable penalties Try to set LDs within a reasonable range Also consider the commercial justification for the clause and record it 10
11 Early Termination Payments Henning Berg v Blackburn Rovers F.C. Blackburn Rovers terminated Berg s employment and were alleged to be liable to pay 2.25 million as required by Berg s services agreement as a result of terminating the services agreement pursuant to the following clause: In the event that the Club shall at any time wish to terminate this Agreement with immediate effect it shall be entitled to do so upon written notice to the Manager and provided that it shall pay to the Manager a compensation payment by way of liquidated damages in a sum equal to the Manager s gross basic salary for the unexpired balance of the Fixed Period assuming an annual salary of 900,000 Blackburn Rovers then alleged that the clause was a penalty clause and unenforceable 11
12 Early Termination Payments Held The clause was not a penalty: the contract allowed termination by Blackburn Rovers on notice and the exercise by Blackburn Rovers of its rights under the clause obliged it to pay a sum of money to Berg a sum of money payable under a contract on the occurrence of an event other than for breach of contractual duty is not a penalty But the open goal was to describe this as liquidated damages in the first place 12
13 Take or Pay Clauses E-Nik Ltd v. Dept. for Communities and Local Government The consultancy services agreement said: 2.1 The Authority hereby undertakes to purchase minimum of 500 days of Consultancy from the Supplier per year based on project requirement, additional days will be required once the purchased days have been exhausted. 2.3 The Authority shall pay the Supplier fees at the rate of not less than 850 per day but subject to mutually agreed assignment notes for each change request. This rate may be revised upward at the time of issue of an Assignment Note to reflect the complexity of the Services requisitioned or the level of skill required for the provision of the Services. 13
14 Take or Pay Clauses E-Nik argued that clause 2.1 required DCLG to purchase a minimum of 500 days of consultancy services each year, and that clause 2.3 required DCLG to pay E-Nik at a rate of 850 per day for making the services available to DCLG. So, E-Nik claimed for the unpaid balance of the 500 days per year DCLG argued that, if E-Nik s arguments regarding clauses 2.1 and 2.3 were correct, the clauses amounted to an unenforceable penalty clause because DCLG would be compelled to pay for the minimum amount of services throughout the contract, whether or not supplied 14
15 Held: Take or Pay Clauses E-Nik s construction of clauses 2.1 and 2.3 was correct The monies owed to E-Nik by DCLG amounted to a debt rather than a damages payment Clauses 2.1 and 2.3 and the obligation to pay for minimum quantities of the services, even if not ordered, did not amount to a penalty clause: they were commercially justifiable because E-Nik was obliged to keep available the resources required to provide the consultancy services at rates at or below the rates regularly charged by E-Nik to DCLG under previous agreements 15
16 Take or Pay Clauses Lessons Remember that a take or pay clause can qualify as a penalty Ensure that take or pay clause makes clear that: the minimum commitment is unqualified and unconditional payment under the clause is not dependent upon specific orders or requests from the customer any monies due from the customer under the clause are debts and not claims for damages 16
17 Other Issues Sole and Exclusive Remedy? Earn-back? Maybe yes, during the initial specified period Probably not, except if you go for LDs at interim stages This is MoFo. 17
18 Practical Drafting Approaches 1. Focus on the ultimate end date. Don t worry about imposing LDs on intermediate milestones (unless they are really important) 2. Don t specify sums on breach which are so high that they couldn t possibly be commercially justifiable or a genuine pre-estimate of loss 3. Keep calculations 4. Different types of breach should attract different sums in LDs 5. Include the genuine pre-estimate of loss or commercial justification wording 18
19 Practical Drafting Approaches What level of LDs is acceptable? Elements of the perfect clause What s the maximum acceptable delay? What s the maximum at risk amount? Avoid one size fits all Do LDs accrue per day, week, month (or part thereof) of delay? Set the LDs accrual rate should accrue to a maximum threshold level Think about the relationship between X and Y - time and money to come up with the LD accrual rate Consider sole and exclusive remedy Consider earn-back Consider what happens after the maximum period of delay 19
20 Lunch & Learn Alistair Maughan Partner, Technology Transactions T: (+44) E: Monday, 10 March: IP rights: Effect of a Company s Failure or Financial Distress Speaker: Howard Morris Monday, 14 April: Structuring Multi-country Agreements: Choosing Key Clauses Speaker: Tim Roughton Monday, 12 May: Keep it in the Family: Retaining Privilege in Sensitive Documents Speaker: Alan Owens 20
Contract Law Highlights of 2015
Lunch & Learn Christmas Special 264856 Contract Law Highlights of 2015 14 December 2015 Alistair Maughan, Sue McLean, Sarah Wells, Mercedes Samavi 2014 Morrison & Foerster (UK) LLP All Rights Reserved
More informationEnforceability of take-or-pay provisions in English law contracts resolved
Journal of Energy & Natural Resources Law, 2016 http://dx.doi.org/10.1080/02646811.2016.1164554 Enforceability of take-or-pay provisions in English law contracts resolved Ben Holland is a partner in the
More informationUK: Engineering, Procurement & Construction Briefing
UK: Engineering, Procurement & Construction Briefing May 2013 Contents Introduction 01 Liquidated damages vs penalty 01 causes a clear cut dichotomy? Varying the construction methods 03 to catch up how
More informationIRISH DEED OF CHARGE
CLIFFORD CHANCE LLP EXECUTION VERSION ARDMORE SECURITIES NO. 1 DESIGNATED ACTIVITY COMPANY AS ISSUER ULSTER BANK IRELAND DAC AS SELLER, SERVICER, INITIAL SERVICER, COLLECTION ACCOUNT BANK AND SUBORDINATED
More informationCOMMERCIAL CREDIT APPLICATION LEGAL NAME: DATE OF BIRTH: SIN #: CORPORATION/LTD/LLC SOCIETY COOPERATIVE PROPRIETORSHIP PARTNERSHIP OTHER
COMMERCIAL CREDIT APPLICATION APPLICANT (the Applicant ) LEGAL NAME: DATE OF BIRTH: SIN #: TYPE OF BUSINESS ORGANIZATION: CORPORATION/LTD/LLC SOCIETY COOPERATIVE PROPRIETORSHIP PARTNERSHIP OTHER MAILING
More informationMASTER REPURCHASE AGREEMENT. entered into between. THE SOUTH AFRICAN RESERVE BANK (the Bank) and. (the Counterparty)
MASTER REPURCHASE AGREEMENT entered into between THE SOUTH AFRICAN RESERVE BANK (the Bank) and (the Counterparty) WHEREAS (A) The parties contemplate that, in connection with the Bank s official repurchase
More informationAIC CONTRACT NOTE FOR FEED MATERIALS Issued by a Member of the Agricultural Industries Confederation Limited. Buyer's Ref:...Seller's Ref:...
Feed No. 3/17 (Effective from 1 st February 2017) AIC CONTRACT NOTE FOR FEED MATERIALS Issued by a Member of the Agricultural Industries Confederation Limited Date:... Buyer's Ref:...Seller's Ref:... The
More informationCOGNE UK LTD of Uniformity Steel Works, Don Road, Sheffield, S9 2UD General Conditions of Contract
COGNE UK LTD of Uniformity Steel Works, Don Road, Sheffield, S9 2UD General Conditions of Contract THE CONDITIONS BELOW EXCLUDE OR LIMIT OUR LIABILITY, FOR US TO INSURE AGAINST UNLIMITED LIABILITY WOULD
More informationPenalty Clauses: What is left? Jonathan Owen
Penalty Clauses: What is left? Jonathan Owen The history of the issue 1. Every undergraduate law student has had to grapple with the common law rule against penalty clauses in contracts, in the sense of
More informationThe Commencement Date was 1/1/14 and the Time for Completion was 18 months.
Scenario for Edinburgh Working Weekend WorldTech is a multinational IT corporation. It entered into a contract with ConstructIT for the construction of a key next-generation datacentre facility in North
More informationTHIS CONVERTIBLE PROMISSORY NOTE IS BEING ISSUED IN REGISTERED FORM PURSUANT TO A CERTIFICATE; AND IS RECORDED ON THE BOOKS OF THE COMPANY.
THIS CONVERTIBLE PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT ), OR UNDER ANY APPLICABLE SECURITIES LAWS. THIS CONVERTIBLE PROMISSORY NOTE HAS
More informationThe Bulk Sales Act. being. Chapter B-9 of The Revised Statutes of Saskatchewan, 1978 (effective February 26, 1979).
The Bulk Sales Act being Chapter B-9 of The Revised Statutes of Saskatchewan, 1978 (effective February 26, 1979). NOTE: This consolidation is not official. Amendments have been incorporated for convenience
More informationFINAL SUPPLY CHAIN SOLUTION LTD TERMS AND CONDITIONS FOR THE SUPPLY OF LOGISTICS SERVICES
SUPPLY CHAIN SOLUTION LTD TERMS AND CONDITIONS FOR THE SUPPLY OF LOGISTICS SERVICES Supply Chain Solution Ltd is not a common carrier and only accepts goods for carriage and/or storage on that condition
More informationMOTOR 2012 PLC AS ISSUER DEUTSCHE BANK TRUST COMPANY AMERICAS AS TRUSTEE SANTANDER CONSUMER (UK) PLC AS SELLER
CLIFFORD CHANCE LLP MOTOR 2012 PLC AS ISSUER EXECUTION VERSION DEUTSCHE BANK TRUST COMPANY AMERICAS AS TRUSTEE SANTANDER CONSUMER (UK) PLC AS SELLER DEUTSCHE BANK AG, LONDON BRANCH AS CASH ADMINISTRATOR
More informationQUICKPOLE.CA TERMS OF SERVICE. Last Modified On: July 12 th, 2018
1. PRELIMINARY PROVISIONS: QUICKPOLE.CA TERMS OF SERVICE Last Modified On: July 12 th, 2018 1.1 Introduction. Welcome to our website's Terms and Conditions ("Agreement"). The provisions of this Agreement
More informationDESWIK STANDARD TERMS AND CONDITIONS (TRAINING ONLY)
DESWIK STANDARD TERMS AND CONDITIONS (TRAINING ONLY) THIS AGREEMENT is made between Deswik Mining Consultants (Pty) Ltd, a company incorporated in South Africa with registration number 2007/001686/07 and
More informationTHE PORT OF PORTLAND (OREGON)
THE PORT OF PORTLAND (OREGON) ORDINANCE NO. 323 (ENACTED OCTOBER 9, 1985, AS AMENDED AND RESTATED PURSUANT TO ORDINANCE NO. 337A WHICH WAS ENACTED OCTOBER 14, 1987, ORDINANCE NO. 323A WHICH WAS ENACTED
More information1 terms & conditions STAL5/6 AEF.AS
'Literature' means catalogues, pamphlets, price lists and advertising literature provided by us and includes materials on our website. CRYOGENETICS LTD TERMS AND CONDITIONS FOR EQUINE SEMEN STORAGE AND
More informationUK UNFAIR TERMS IN CONSUMER CONTRACTS REGULATIONS 1999 (SI 1999 NO 2083)
UK UNFAIR TERMS IN CONSUMER CONTRACTS REGULATIONS 1999 (SI 1999 NO 2083) Sec. 1 Citation and commencement These Regulations may be cited as the Unfair Terms in Consumer Contracts Regulations 1999 and shall
More informationUNIDROIT CONVENTION ON SUBSTANTIVE RULES FOR INTERMEDIATED SECURITIES
UNIDROIT CONVENTION ON SUBSTANTIVE RULES FOR INTERMEDIATED SECURITIES Geneva, 9 October 2009 2. UNIDROIT CONVENTION ON SUBSTANTIVE RULES FOR INTERMEDIATED SECURITIES THE STATES SIGNATORY TO THIS CONVENTION,
More informationAMENDED AND RESTATED SUPPLEMENTAL TRUST DEED. January 15, 2015
Execution Copy AMENDED AND RESTATED SUPPLEMENTAL TRUST DEED January 15, 2015 (supplemental to the Trust Deed dated 2 July 2013, as amended June 27, 2014 and further amended on December 23, 2014) RELATING
More informationDifferences between the Civil and Common Law: Part 2: Delay Damages and Taking-Over. Cremona Cotovelea Nina Tsaturova Jeremy Glover
Differences between the Civil and Common Law: Part 2: Delay Damages and Taking-Over Cremona Cotovelea Nina Tsaturova Jeremy Glover Sub-Clause 10.1: Taking Over The Engineer shall, within 28 days after
More informationCredit Application Form
Credit Application Form This Form comprises 4 sections: 1 Details of Applicant (including Warranty and Acknowledgment of Terms and Conditions) 2 Other Business Information & Trade References 3 Terms and
More informationNOTE- All drafts must be pre-approved by Vectren before final execution. Please contact Vectren Credit Risk for assignment of document number.
NOTE- All drafts must be pre-approved by Vectren before final execution. Please contact Vectren Credit Risk for assignment of document number. GUARANTY AGREEMENT GTYSCO##-### THIS GUARANTY AGREEMENT GTYSCO##-###
More informationBaltimore Gas and Electric Company Electricity Supplier Cash Collateral Agreement. THIS ELECTRIC SUPPLIER CASH COLLATERAL AGREEMENT ( Agreement ) is
Baltimore Gas and Electric Company Electricity Supplier Cash Collateral Agreement THIS ELECTRIC SUPPLIER CASH COLLATERAL AGREEMENT ( Agreement ) is made this day of, 20, by _, a corporation whose principal
More informationCROSS-PRODUCT MASTER AGREEMENT February 2000
CROSS-PRODUCT MASTER AGREEMENT February 2000 Dated as of BETWEEN ("Party A") and ("Party B") 1. Interpretation 1.1 Definitions "Agreement" means this Cross-Product Master Agreement and its Schedule. Section
More informationBRITISH COLUMBIA UTILITIES COMMISSION. Rules for Gas Marketers
APPENDIX A To Order A-12-13 Page 1 of 3 BRITISH COLUMBIA UTILITIES COMMISSION Rules for Gas Marketers Section 71.1(1) of the Utilities Commission Act (Act) requires a person who is not a public utility
More informationIN THE SUPREME COURT OF THE STATE OF DELAWARE. DELAWARE BAY SURGICAL SERVICES, P.A., a Delaware Professional Services Corporation, No.
IN THE SUPREME COURT OF THE STATE OF DELAWARE DELAWARE BAY SURGICAL SERVICES, P.A., a Delaware Professional Services Corporation, No. 370, 2005 Defendant-Below, Appellant, Cross-Appellee, Court Below:
More informationBusiness Name: Trading Address: Post Code: Nature of Business: How long established: Company Reg. No: Credit limit requested:
BELGRADE INSULATIONS LTD Unit T, Gildersome Spur Industrial Estate Stone Pits Lane, Leeds, West Yorkshire LS27 7JZ Tel: 0113 252 6524 Fax: 0113 253 6540 E-mail: credit.control@belgradeinsulations.com APPLICATION
More informationA LITIGATOR S GUIDE TO DAMAGES January 17, 2017 CONTRACT DAMAGES. *With special thanks to Lesley Campbell, Student-at-Law OVERVIEW
A LITIGATOR S GUIDE TO DAMAGES January 17, 2017 CONTRACT DAMAGES Harvin D. Pitch / Jennifer J. Lake *With special thanks to Lesley Campbell, Student-at-Law OVERVIEW 1. Specific Performance & Mitigation
More informationSCHEDULE 10 LENDERS REMEDIES AGREEMENT
SCHEDULE 10 LENDERS REMEDIES AGREEMENT for the Saskatchewan Joint-Use Schools Project # 2 HER MAJESTY THE QUEEN IN RIGHT OF THE PROVINCE OF SASKATCHEWAN COMPUTERSHARE TRUST COMPANY OF CANADA, AS INDENTURE
More informationARDMORE SECURITIES NO. 1 DESIGNATED ACTIVITY COMPANY AS ISSUER
CLIFFORD CHANCE LLP EXECUTION VERSION ARDMORE SECURITIES NO. 1 DESIGNATED ACTIVITY COMPANY AS ISSUER ULSTER BANK IRELAND DAC AS SELLER, SERVICER, COLLECTION ACCOUNT BANK AND SUBORDINATED LOAN PROVIDER
More informationASSET PURCHASE AGREEMENT
ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (the Agreement ) is made this day of, 2015 ( Effective Date ) by and between ("Seller"), and ("Buyer"). The parties agree as follows: 1. Purchased
More informationSeite 1/10. uhlsport GmbH. Terms and Conditions of Sale. uhlsport GmbH Terms and Conditions of Sale
Seite 1/10 Seite 2/10 ACCEPTANCE BY UHLSPORT GMBH of the order from and to the customer set out in the order (Customer) of the goods (Goods) ordered by the Customer as listed in UHLSPORT GMBH s confirmation
More informationArticles of Incorporation of Continental Divide Trail Coalition. A Nonprofit Corporation
Articles of Incorporation of Continental Divide Trail Coalition A Nonprofit Corporation THE UNDERSIGNED, for the purpose of forming a nonprofit corporation hereby certifies: ARTICLE I. NAME 1. The name
More informationTHIRD AMENDED AND RESTATED BANK ACCOUNT AGREEMENT
EXECUTION VERSION THIRD AMENDED AND RESTATED BANK ACCOUNT AGREEMENT 23 JUNE 2015 ABBEY COVERED BONDS LLP as the LLP and ABBEY NATIONAL TREASURY SERVICES PLC as an Account Bank and SANTANDER UK PLC as Cash
More informationBAA FUNDING LIMITED as Issuer. DEUTSCHE TRUSTEE COMPANY LIMITED as Bond Trustee and Borrower Security Trustee
CLIFFORD CHANCE LLP EXECUTION VERSION BAA FUNDING LIMITED as Issuer DEUTSCHE TRUSTEE COMPANY LIMITED as Bond Trustee and Borrower Security Trustee DEUTSCHE BANK AG, LONDON BRANCH as Principal Paying Agent
More informationTERMS AND CONDITIONS OF SALES
1. Acceptance No Contract, Order or information (literature, drawings etc.) provided to or by the Purchaser shall be binding on Infra Green Ltd unless confirmed in the Infra Green Ltd Order Confirmation.
More informationMEMORANDUM OF DEPOSIT
MEMORANDUM OF DEPOSIT THIS MEMORANDUM OF DEPOSIT ( Memorandum ) is made on BETWEEN: (1) KGI SECURITIES (SINGAPORE) PTE. LTD., a company incorporated in the Republic of Singapore and having its registered
More informationWhat is this Agreement about?
What is this Agreement about? The Contract Details, the Terms & Conditions and the Schedules set out the basis upon which AirData will provide the Services requested by You. Words that are capitalised
More informationLeam Trading Pty Ltd t/as Fabre Australia PO Box 6212, Lakemba NSW 2195 Phone: Fax:
Leam Trading Pty Ltd t/as Fabre Australia PO Box 6212, Lakemba NSW 2195 Phone: 02 9758 1966 Fax: 02 9758 1155 Applicant s Details (All Applicants to Complete) Please specify the nature of this application
More informationBlue Chip Segment Directive 11 Default Procedures. Date of entry into force: 4 May 2009
Blue Chip Segment Directive 11 Default Procedures Date of entry into force: 4 May 2009 SIX Swiss Exchange Page ii Table of Contents 1. Treatment of principal and agency contracts... 1 2. Limitation on
More informationPenalty Clauses under Brazilian Law: Is there a common ground with the criteria set forth by Cavendish Square v. Makdessi?
Penalty Clauses under Brazilian Law: Is there a common ground with the criteria set forth by Cavendish Square v. Makdessi? Thiago Moreira Caio Lucas Gabra 1. Introduction Although extensively debated by
More informationTERMS AND CONDITIONS OF CREDIT AND TRADE
TERMS AND CONDITIONS OF CREDIT AND TRADE 1. GENERAL 1.1 Blue Star Atlantic Pty Ltd Pty Ltd ( Blue Star ) is the supplier of Goods to the Applicant and/or the provider of Services to the Applicant. 1.2
More informationAPPENDIX FOR MARGIN ACCOUNTS
APPENDIX FOR MARGIN ACCOUNTS This Appendix applies if the Client opens or maintains a Margin Account in respect of margin facilities for trading in Securities. Unless otherwise defined in this Appendix,
More informationSECOND WRITTEN SUBMISSIONS ON BEHALF OF THE INTERNATIONAL SWAPS AND DERIVATIVES ASSOCIATION, INC. ("ISDA")
IN THE COURT OF APPEAL (CIVIL DIVISION) A2/2011/0070, A2/2011/1059, A3/2011/1107 & A3/2011/2106 ON APPEAL FROM THE HIGH COURT OF JUSTICE (QUEEN S BENCH DIVISION, COMMERCIAL COURT) SECOND WRITTEN SUBMISSIONS
More informationProf. Andrea Moja. Academic year 2012/2013. LIUC University Castellanza
Prof. Andrea Moja LIUC University Castellanza 1 The course is designed to provide a reference framework relating to international agreements, focusing on the main contracts of the trade practice, with
More information19 October The new AMIT Regime
19 October 2017 Common Fund No. 14 (EQT Diversified Fixed Income Fund) (ARSN 601 989 815) ( Fund ) Adoption of the Attribution Managed Investment Trust ( AMIT ) regime for the Fund Notice of proposed modifications
More information(a) the purpose of the agreement was to achieve the objective of reconstructing the Lloyd s market:
Jones v Society of Lloyds; Standen v Society of Lloyds CHANCERY DIVISION The Times 2 February 2000, (Transcript) HEARING-DATES: 16 DECEMBER 1999 16 DECEMBER 1999 COUNSEL: D Oliver QC and R Morgan for the
More informationPLEDGE AGREEMENT. between. E. STANLEY KROENKE, as PLEDGOR. and. DEUTSCHE BANK AG NEW YORK BRANCH as PLEDGEE. Dated as of August 2, 2018
EXECUTION VERSION PLEDGE AGREEMENT between E. STANLEY KROENKE, as PLEDGOR and DEUTSCHE BANK AG NEW YORK BRANCH as PLEDGEE Dated as of August 2, 2018 AMERICAS 95101322 (2K) TABLE OF CONTENTS Page 1. SECURITY
More informationTHE PEKAY GROUP (PTY) LTD
THE PEKAY GROUP (PTY) LTD REG. NO. 1959/000823/07 incorporating 24 FULTON STREET, INDUSTRIA WEST, JOHANNESBURG P.O. BOX 43116, INDUSTRIA, 2042 : 011-3091500 FAX: 011-4748170 e-mail: infojhb@pekaygroup.co.za
More informationJUDGMENT REPUBLIC OF TRINIDAD AND TOBAGO IN THE HIGH COURT OF JUSTICE CV BETWEEN D. C. DEVELOPERS LIMITED. Claimant AND
REPUBLIC OF TRINIDAD AND TOBAGO IN THE HIGH COURT OF JUSTICE CV2006-02313 BETWEEN D. C. DEVELOPERS LIMITED AND Claimant MANAGEMENT AND CONSTRUCTION CONSULTANTS LIMITED Defendant Before The Honourable Mr.
More informationSchedule 3.1. Form of Luxembourg law securities pledge agreement SECURITIES PLEDGE AGREEMENT 1
Schedule 3.1 Form of Luxembourg law securities pledge agreement SECURITIES PLEDGE AGREEMENT 1 Between: having its registered office at, registered with under the number (the Chargor ); and having its registered
More informationSECURED CONVERTIBLE PROMISSORY NOTE SERIES A FINANCING
THIS CONVERTIBLE PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THIS PROMISSORY NOTE MAY NOT BE SOLD OR TRANSFERRED
More informationSIXTEENTH SUPPLEMENTAL TRUST INDENTURE BETWEEN LAKEWOOD RANCH STEWARDSHIP DISTRICT AND U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE
SIXTEENTH SUPPLEMENTAL TRUST INDENTURE BETWEEN LAKEWOOD RANCH STEWARDSHIP DISTRICT AND U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE Dated as of September 1, 2017 securing Not to Exceed $45,000,000 Lakewood
More informationApplication for open Account Company Information. Principal Owners or Stockholders
Application for open Account Company Information Brockton Furnace & Duct Distributors, Inc. 54 Bodwell Street Avon, MA 02322 Tel: 508-580-4560 Fax: 508-587-9799 Company Name Date Phone Fax City State Zip
More information(THIS FORM HAS 7 PAGES AND MUST BE COMPLETED IN FULL)
PRIME INDUSTRIAL PRODUCTS PTY LTD ACN 131 559 772 69 CRAIGIE STREET, PO BOX 5003 BUNBURY WESTERN AUSTRALIA 6230 PHONE: 08 9780 1111 FAX: 08 9726 0399 EMAIL: admin@primesupplies.com.au 30 DAY CREDIT ACCOUNT
More informationGRANT AGREEMENT ( Agreement ) Effective as at the last date of signing.
GRANT AGREEMENT ( Agreement ) Effective as at the last date of signing. Between: HER MAJESTY THE QUEEN IN RIGHT OF ALBERTA As represented by the Minister of Status of Women (the Minister ) And: [LEGAL
More informationDeed of Guarantee and Indemnity
Deed of Guarantee and Indemnity To: Shenwan Hongyuan Securities (H.K. Limited Shenwan Hongyuan Futures (H.K. Limited 1. In consideration of your granting and/or continuing to make available advances, credit
More informationExact Online Additional App Center Partner Terms
Exact Online Additional App Center Partner Terms Revised version November 2018 Despite the continued efforts of Exact to ensure that the information in this document is as complete and up-to-date as possible,
More informationPORTUGAL TELECOM INTERNATIONAL FINANCE B.V. (the Issuer) IMPORTANT NOTICE. to the holders (the Noteholders) of those of the outstanding
THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF NOTEHOLDERS. IF NOTEHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD SEEK THEIR OWN FINANCIAL AND LEGAL ADVICE IMMEDIATELY
More informationCONFIRMING SECURED CoPACE PROMISSORY NOTE
CONFIRMING SECURED CoPACE PROMISSORY NOTE Effective Date: [THE CLOSING DATE.] Principal Amount: $ [AMOUNT SHOULD INCLUDE ACCRUED INTEREST THROUGH THE AGREED CALCULATION DATE AS SET FORTH IN THE ASSESSMENT
More informationSpark Energy, LLC RESIDENTIAL AND SMALL COMMERCIAL CUSTOMER DISCLOSURE STATEMENT
Spark Energy, LLC RESIDENTIAL AND SMALL COMMERCIAL CUSTOMER DISCLOSURE STATEMENT Price Plan Fixed Rate 8.80 per kwh PRICE PROTECT INSTANT 12 Monthly Administrative Fee $0.0 Term of Agreement Customer Rescind
More informationLAW OFFICE OF MARK ROYSNER Mulholland Highway, Suite 382 Calabasas, CA
WHAT DOES THAT MEAN? Definitions of Legal Terms Typically Found in Meetings and Exhibition Industry Contracts. By Mark Roysner, Esq. This is a glossary of legal terms and phrases commonly found in hotel,
More informationSUPPLY AGREEMENT TERMS AND CONDITIONS OF PURCHASE (INFLIGHT SERVICES) SELLER IS ADVISED TO READ THESE TERMS & CONDITIONS CAREFULLY
SUPPLY AGREEMENT TERMS AND CONDITIONS OF PURCHASE (INFLIGHT SERVICES) SELLER IS ADVISED TO READ THESE TERMS & CONDITIONS CAREFULLY THIS SUPPLY AGREEMENT (the Agreement ) is made on the applicable dates
More informationArticle 1. Applicability:
1 General Terms and Conditions of Sales, Delivery and Payment of De Jong Verpakking B.V. located in Westmaas (with its registered offices in De Lier). (most recent revision on 22 May 2018). Version 2018/I.
More informationTERMS AND CONDITIONS FOR NASDAQ NORDIC EXCHANGES SMART ORDER ROUTING
TERMS AND CONDITIONS FOR NASDAQ NORDIC EXCHANGES SMART ORDER ROUTING 1. AGREEMENT, INTERPRETATION 1.1. The Nasdaq Nordic Exchanges Smart Order Routing Services Agreement consists of these Terms and Conditions
More information2017 CREDIT SUPPORT DEED FOR CASH COLLATERAL (VM) 2
(Bilateral Form - Security Interest over Cash Collateral (VM)) (ISDA/IIFM TMA Subject to English Law) 1 2017 CREDIT SUPPORT DEED FOR CASH COLLATERAL (VM) 2 relating to the ISDA/IIFM TAHAWWUT MASTER AGREEMENT
More informationBonnington House Nursery
Bonnington House Nursery Parent Contract & Terms and Conditions PART A PARENT CONTRACT This contract is between: Edinburgh Independent Nursery and Pre-School s Ltd, Company No: 7358189 (operating as Bonnington
More informationThe Nuts and Bolts of Guaranties. Kevin M. Page (713) (office)
The Nuts and Bolts of Guaranties Kevin M. Page kpage@jw.com (713) 752-4227 (office) Topics for Discussion Back to the Basics: First things first When are guaranties issued? Who provides guaranties? Pros
More informationREPRESENTATIONS AND WARRANTIES OF SELLER.
All Accounts sold to Purchaser under this Agreement are sold and transferred without recourse as to their enforceability, collectability or documentation except as stated above. 2. PURCHASE PRICE. Subject
More informationGuarantee. THIS DEED is dated. 1. Definitions and Interpretation. 1.1 Definitions. In this Deed:
Guarantee THIS DEED is dated 1. Definitions and Interpretation 1.1 Definitions In this Deed: We / us / our / the Lender Bank of Cyprus UK Limited, trading as Bank of Cyprus UK, incorporated in England
More informationCREDIT APPLICATION INCORPORATING TERMS AND CONDITIONS OF SALE
CREDIT APPLICATION INCORPORATING TERMS AND CONDITIONS OF SALE This credit agreement shall include the following companies, and is referred to as THE SUPPLIER B E D Holdings Proprietary Limited Registration
More informationThe Bulk Sales Act. being. Chapter 237 of The Revised Statutes of Saskatchewan, 1930 (effective February 1, 1931).
The Bulk Sales Act being Chapter 237 of The Revised Statutes of Saskatchewan, 1930 (effective February 1, 1931). NOTE: This consolidation is not official. Amendments have been incorporated for convenience
More informationBefore : - and
Neutral Citation Number: [2015] EWCA Civ 402 Case No: B2/2014/2010 IN THE COURT OF APPEAL (CIVIL DIVISION) ON APPEAL FROM THE COUNTY COURT AT CHELMSFORD His Honour Judge Moloney Q.C. Claim No. 3JD05152
More informationRIP-IT SPORTS TERMS FOR NEW ACCOUNTS. All first orders are credit card pre-pay only. Card will be charged upon ship.
RIP-IT SPORTS TERMS FOR NEW ACCOUNTS All first orders are credit card pre-pay only. Card will be charged upon ship. Card # Exp. CVV # Name On Card: Billing City State Zip To use this card to charge ALL
More informationDATED 18 AUGUST THE PARTIES LISTED IN SCHEDULE 1 as Original Obligors. DEUTSCHE TRUSTEE COMPANY LIMITED as Borrower Security Trustee
CLIFFORD CHANCE LLP EXECUTION VERSION DATED 18 AUGUST 2008 THE PARTIES LISTED IN SCHEDULE 1 as Original Obligors DEUTSCHE TRUSTEE COMPANY LIMITED as Borrower Security Trustee BAA FUNDING LIMITED as Issuer
More informationEXHIBIT A COMMUNITY REINVESTMENT AREA ABATEMENT AGREEMENT
EXHIBIT A COMMUNITY REINVESTMENT AREA ABATEMENT AGREEMENT This Community Reinvestment Area Abatement Agreement ( Agreement ) is made and entered between the CITY OF WORTHINGTON, a municipal corporation
More informationA breach of contract occurs where a party does not comply with one or more of the terms of contract, express or implied.
CITY UNIVERSITY OF HONG KONG Breach and Remedy Refer to Richards, P. Law of Contract Chapters 16-18 Uff, J. Construction Law 9 th Edition Chapter 9 BREACH OF CONTRACT A breach of contract occurs where
More informationFor Preview Only - Please Do Not Copy
Form: Attorney Fee Agreement for Hourly Clients 1. The following form is a longer written fee contract. It may be used to employ the attorney. Use this fee agreement for transactions that require a more
More informationAmended and Restated. Market-Based Sales Tariff. Virginia Electric and Power Company
Virginia Electric and Power Company,Amended and Restated Market-Based Sales Tariff Filing Category: Compliance Filing Date: 11/30/2015 FERC Docket: ER16-00431-000 FERC Action: Accept FERC Order: Delegated
More informationThis question requires candidates to explain what is meant by the doctrine of judicial precedent.
Answers Fundamentals Level Skills Module, Paper F4 (BWA) Corporate and Business Law (Botswana) December 2013 Answers 1 (a) This question requires candidates to explain what is meant by case law. Case law
More informationSUPPLEMENTAL AGREEMENT TO PROVIDE CONSOLIDATED BILLING SERVICE FOR COMPETITIVE ENERGY SUPPLIER
579 Tenney Mountain Highway Plymouth, NH 03264-3154 www.nhec.coop 603-536-1800 / 800-698-2007 SUPPLEMENTAL AGREEMENT TO PROVIDE CONSOLIDATED BILLING SERVICE FOR COMPETITIVE ENERGY SUPPLIER This agreement
More informationTHE COMPANIES NAMED IN THIS GUARANTEE
EXECUTION VERISON Dated 16 AUGUST 2018 for THE COMPANIES NAMED IN THIS GUARANTEE as Original Guarantors ASTRO BIDCO LIMITED as Beneficiary GUARANTEE AND INDEMNITY TABLE OF CONTENTS Page 1. DEFINITIONS
More informationTARIFF SCHEDULES for Natural Gas Storage Service of WILD GOOSE STORAGE, LLC West Liberty Road Gridley, California 95948
2780 West Liberty Road First Revised Cal. P.U.C. Title Sheet Gridley, CA 95948 cancelling Original Cal. P.U.C. Title Sheet TARIFF SCHEDULES for Natural Gas Storage Service of WILD GOOSE STORAGE, LLC 2780
More informationPaxForex Introducing Broker Agreement
PaxForex Introducing Broker Agreement PROVIDES THE FOLLOWING: 1. WHEREAS the IB is interested to introduce new clients to the company subject to the terms and conditions of the present agreement. 2. WHEREAS
More informationFreddie Mac PC MASTER TRUST AGREEMENT WHEREAS:
Freddie Mac PC MASTER TRUST AGREEMENT THIS PC MASTER TRUST AGREEMENT is entered into as of December 31, 2007, by and among Freddie Mac in its corporate capacity as Depositor, Administrator and Guarantor,
More informationThis booklet relates to the Application Form for Business Revolving Credit / Business Instalment Loan Business Card Programme
To: The Hongkong and Shanghai Banking Corporation Limited INSTALMENT LOAN / BUSINESS CARD PROGRAMME / PROFIT TA LOAN / EASY EPORT FINANCE (For Limited Company Only) Note: Please tick where applicable and
More informationAPPLICATION AND AGREEMENT
APPLICATION AND AGREEMENT By signing this application and agreement (the Agreement ), you are giving Green Dot Bank, as well as its agents and affiliates, permission to review your business and personal
More informationCROSS-PRODUCT MASTER AGREEMENT GUIDANCE NOTES February 2000
CROSS-PRODUCT MASTER AGREEMENT GUIDANCE NOTES February 2000 The Bond Market Association (TBMA), the British Bankers' Association (BBA), the Emerging Markets Traders Association (EMTA), the Foreign Exchange
More informationRussian River Rodeo Association, Inc. By-Laws Amended & Adopted 2018
Russian River Rodeo Association, Inc. Table of Contents By-Laws Amended & Adopted 2018 Page Chapter Article/Section Subject 1-1 One Article one Principal Office 1-1 One Article two Books and Records 1-1
More informationLAWS OF MALAYSIA HIRE PURCHASE ACT 1967 AND REGULATIONS All amendments up to November, 2003 ACT 212
LAWS OF MALAYSIA HIRE PURCHASE ACT 1967 AND REGULATIONS All amendments up to November, 2003 ACT 212 Section 1. Short title and application. 2. Interpretation. 3. Appointment of officers. LAWS OF MALAYSIA
More informationPage 99 TITLE 11 BANKRUPTCY 502
Page 99 TITLE 11 BANKRUPTCY 502 Subsection (d) governs the filing of claims of the kind specified in subsections (f), (g), (h), (i), or (j) of proposed 11 U.S.C. 502. The separation of this provision from
More informationTERMS AND CONDITIONS OF TRADE
BONEDA PTY LTD TRADING AS GROOVE TILES & STONE A.B.N 252 484 506 27 TERMS AND CONDITIONS OF TRADE 1. INTERPRETATION 1.1 Unless otherwise inconsistent with the context the word person shall include a corporation;
More informationBylaws of Midwest Search & Rescue, Inc.
Bylaws of Midwest Search & Rescue, Inc. A Non-Profit Organization Incorporated On August 9, 2012 in the State of Kansas Article 1 Name Article 2 Offices Article 3 Non-Profit Purposes Article 4 Board of
More informationTERMS AND CONDITIONS
This Contract comprises the Sales Confirmation overleaf and these terms and conditions to the exclusion of all other terms and conditions (including any terms or conditions which Buyer purports to apply
More informationTerms and Conditions of the Supply of Goods
Terms and Conditions of the Supply of Goods 1. INTERPRETATION 1.1 Definitions. Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business. Conditions:
More informationWassenaar v. Towne Hotel 111 Wis. 2d 518, 331 N.W.2d 357 (1983)
Wassenaar v. Towne Hotel 111 Wis. 2d 518, 331 N.W.2d 357 (1983) This court granted the employee's petition for review limiting the issue on review to whether the clause in the employment contract stipulating
More informationMassachusetts Residential and Small Commercial Terms of Service
Massachusetts Residential and Small Commercial Terms of Service This is an agreement for electric generation service between Oasis Power, LLC dba Oasis Energy ( Oasis Energy or we ) and you, for the service
More informationAIC CONTRACT NOTE FOR FERTILISERS Issued by a Member of the Agricultural Industries Confederation Limited. Buyer's Ref:... Seller's Ref:...
Ferts No. 8/09 (Effective from 12 th May 2009) AIC CONTRACT NOTE FOR FERTILISERS Issued by a Member of the Agricultural Industries Confederation Limited Date... Buyer's Ref:... Seller's Ref:... The Seller:......
More information