Business Services Glossary
A term used to describe the compensation sought and obtained for a breach of contract terms by one party against another.
the process by which a buyer of or an investor in a company or business investigates the records of the target to support its value and find out whether there are matters on which it requires further information or which it should use as a platform to renegotiate the price. In the acquisition of a business, reports from accountants and legal advisers are usually prepared to record the findings of the legal and financial due diligence process. The due diligence process is supported by warranties and indemnities in the acquisition agreement.
a clause that restricts or excludes liability for an act or omission that may be committed or omitted by a party to a contract the result of which could adversely affect the other.
the happening of an event outside the control of the parties, for example, natural disasters or the outbreak of hostilities. It is usual for parties to provide in a contract that such events will not make the defaulting party liable if they prevent it from performing its obligations.
Independent Legal Advice. It is of paramount importance that all parties to a contract have impartial legal advice therefore parties with potentially competing interests cannot be advised by the same lawyer or firm of lawyers.
an undertaking by one person to meet a specific potential legal liability of another. An indemnity entitles the person indemnified to a payment if the event giving rise to the indemnity takes place.
it is neither a partnership nor a company. Like a company, an LLP is a body corporate and therefore a separate legal entity and an LLP member’s liability is limited. However, like a partnership the relationship between the LLP members is governed by private agreement. An LLP does not have shareholders or directors and is taxed like a partnership.
Management Buy In
Management Buy Out
Retention of Title when in a contract prevent “title” in goods passing to the buyer until payment has been received in full.
Unfair Contract Terms Act 1977
a contractual promise or assurance which if breached will give rise to a claim for damages.
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