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View the related checklists about Heads of terms

Establishing a share incentive plan (SIP) and granting SIP awards—all-encompassing resource pack

Establishing a share incentive plan (SIP) and granting SIP awards—all-encompassing resource pack For more general information on share incentive plans (SIPs), see Practice Note: What is a share incentive plan? Step Details of step Lexis®PSL resources required to implement step Timing of step 1 Determine whether the company qualifies to operate a SIP. The SIP regime is prescriptive and sets out numerous requirements that must be met at the time the awards are granted, including in relation to the company granting the awards. It is essential to establish whether the company whose shares are being granted under award qualifies to operate a SIP first. The proposed award holder(s) must also meet certain requirements in order to be granted SIP awards. For further detailed information on the SIP eligibility requirements relating to the company, see Practice Note: SIPs—qualifying companies and type of shares. For further detailed information on the SIP eligibility requirements relating to the employee, see Practice Note: SIPs—who can be granted an award? For a checklist...

Commercial contract review and execution (business personnel)—checklist

Commercial contract review and execution (business personnel)—checklist This is a Checklist for in-house lawyers to provide to those of its employees (eg procurement or sales professionals) who are engaged in negotiating commercial contracts. It sets out the primary issues to consider when negotiating or reviewing a business-to-business commercial contract, and includes practical guidance. This Checklist may be suitable for use in low risk contracts where employees who are not legally qualified are authorised to conduct negotiations and contract review. It may be customised as required to work with a company playbook on contract negotiation and review, to include suggested fall-back drafting positions and escalation points for recourse to a legal team as appropriate. As it is intended to be used by non-legal professionals, it does not include links to further detailed legal commentary in each case. For a Checklist intended for use by legal professionals with links to further information, see: Commercial contract drafting and review—checklist. In-house lawyers should check that business personnel engaged in negotiating and concluding commercial contracts...

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Heads of terms—share and asset purchases

Heads of terms (also known as an offer letter, term sheet, letter of intent or memorandum of understanding) set out, in a short document, a broad outline of the parties' expectations, understanding and agreement of the key terms of the proposed transaction which they have agreed in principle. Where used, heads will be signed at the beginning of the transaction as soon as the parties agree key terms and before the buyer incurs costs in conducting its due diligence and negotiating the transaction documents. Whilst the heads will not compel the parties to conclude the transaction on the stated terms, or even at all, they are intended to establish, in principle, the main commercial terms of a deal.There is no standard format for heads of terms and they can either take the form of a letter (as is common) or an agreement. Either party can prepare the heads of terms, although it is common for the buyer to prepare the first draft. First drafts are often prepared by the principals...

Pre-contractual representations and statements

This Practice Note considers statements (whether oral or written) made by one party to another prior to entering into a formal contract and gives an overview of the circumstances in which that statement could be said to form part of the contract or give rise to other remedies. For further information, see Practice Note: Contract interpretation—admissibility of pre-contractual negotiations and statements.Potential rights and remedies arising from pre-contractual statements made before a contract is signedStatements are often made by one party to another as part of the pre-contract negotiations (for example as part of a sales process). Disputes can arise around whether, or which, statements are intended to form part of the contract or potentially give rise to other remedies. Depending on the facts, a pre-contractual statement might take legal effect (and give rise to remedies) as follows:•Contractual terms: In certain circumstances the statement may: ◦be construed to be a term of the contract. Written agreements will often contain exclusion clauses and/or entire agreement clauses in an effort to prevent pre-contractual...

View the related precedents about Heads of terms

Letter to developer client at the start of development project

Letter to developer client at the start of development project To: [insert client name and address] Date: [insert date] Dear [contact name] [Project name/Address] Thank you for instructing us in relation to [description of project and address]. So that we have as much information as possible at the outset of this project, and to highlight any key issues, I would be grateful if you could confirm the following and bring any relevant documents [including those listed in the schedule to this letter] to our meeting on [date]: The works • A full description of the intended project (ie intended floor area, how many floors, any car parking, etc) • Will the works constitute the construction of, or building works to, a ‘higher-risk building’ for the purposes of the Building Safety Act 2022? • Intended start on site date • Intended completion date • Estimated construction cost • Have any members of the design/construction team been selected, particularly the principal designer and principal contractor? • Has a...

Planning use swap agreement

Planning use swap agreement Dated: Parties 1 [insert party name] whose registered office is at [insert address] (‘the First Party); and 2 [insert party name] whose registered office is at [insert address] (‘the Second Party); and Recitals (A) The First Party intends to submit to the Council a planning application for the Commercial Proposal in respect of the First Property. (B) The Second Party intends to submit to the Council a planning application for the Residential Proposal in respect of the Second Property. (C) The parties agree that the Second Party will submit the Second Planning Application to the Council at the same time as the First Party submits the First Planning Application to the Council, in each case as related planning applications for a Planning Use Exchange in relation to the First Property and the Second Property on the terms hereinafter set out. 1 Definitions and interpretation 1.1 In this Agreement the following expressions shall have the following meanings: Act • Town and Country Planning...

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Where Heads of Terms (HoTs) were agreed but no formal lease was executed and the tenant has been in occupation, can the landlord serve a section 25 notice to terminate any implied agreement? Are they bound by the termination provisions in the HoTs?

Where Heads of Terms (HoTs) were agreed but no formal lease was executed and the tenant has been in occupation, can the landlord serve a section 25 notice to terminate any implied agreement? Are they bound by the termination provisions in the HoTs? In answering this question, the legal effect of the Heads of Terms (HoTs) depends upon the interpretation of the document as it stands: Pretoria Energy Company (Chittering) Limited v Blankney Estates Ltd. Therefore, the HoTs' effect is subject to each case's facts and requires individual consideration. Nevertheless, relevant considerations are, inter alia, as follows: • HoTs labelled ‘subject to contract’, or where it is stipulated that a formal contract would be drawn up, is generally indicative that the HoTs are not legally binding: Winn v Bull (1877) 7 Ch D 29 (not reported by ����Ӱ��®UK) • HoTs referring to a lease being granted outside of the scope of the Landlord and Tenant Act 1954 (LTA 1954) will also be indicative that there was no intention...