England and Wales Clause Samples
The 'England and Wales' clause designates the legal jurisdiction and governing law for the contract. It specifies that any disputes, interpretations, or enforcement issues arising from the agreement will be handled according to the laws of England and Wales, and typically, any legal proceedings must be brought in courts located within this jurisdiction. This clause provides certainty and predictability for both parties by clarifying which legal system applies, thereby reducing the risk of conflicts over applicable law and venue.
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England and Wales. In respect of the Guarantee given by an English Note Guarantor (as defined in Annex E), the provisions set forth in Annex E shall apply and be incorporated by reference herein as if set forth in this clause (g).
England and Wales. The obligations and liabilities of each guarantee granted by any Note Guarantor existing under the laws of England and Wales (each, an “English Note Guarantor”) under this Indenture and in connection with any other Notes Document (including any secured swap obligation) (the “English Guarantee Obligations”) do not apply to any liability, and no security interest granted by an English Note Guarantor will secure any English Guarantee Obligation, to the extent that it would result in this Indenture and/or the Guarantee being illegal, in breach of law or regulation, or constituting unlawful financial assistance in any relevant jurisdiction (including, for the avoidance of doubt, within the meaning of sections 678 or 679 of the Companies ▇▇▇ ▇▇▇▇ applicable to each English Note Guarantor incorporated in England and Wales) concerning the financial assistance by that English Note Guarantor for the acquisition of, or subscription for, shares or concerning the protection of shareholders’ capital, and any guarantee, indemnity, obligations and liabilities of each English Note Guarantor shall be construed accordingly.
England and Wales. Each of the Loan Documents to which each Loan Party incorporated under the laws of England and Wales is a party is in proper legal form under the laws of England and Wales for the enforcement thereof against such Loan Party. All formalities required in England and Wales for the validity and enforceability of each of such Loan Document (including any necessary registration, recording or filing with any court or other authority therein) have been accomplished, and no Taxes are required to be paid and no notarization is required, for the validity and enforceability thereof under the laws of England and Wales. Any judgment obtained in the United States of America in relation to the Loan Documents will be recognized and enforced under the laws of England and Wales except as otherwise specified in the legal opinions delivered under Section 4.01(b).
England and Wales. The liability of each Guarantor, which is a public limited company, (and each Guarantor that is a subsidiary of a public limited company) incorporated under the laws of England and Wales under this Article VII and under any indemnities contained elsewhere in this Agreement shall not include any liability or obligation which would, if incurred, constitute the provision of unlawful financial assistance within the meaning of sections 677 to 683 of the Companies ▇▇▇ ▇▇▇▇ of England and Wales; provided, however, that the foregoing limitation shall not be applicable to any Guarantor incorporated under the laws of England and Wales that is not a public limited company or the subsidiary of a company that is a public limited company.
England and Wales. The firm shall act as experts and not as arbitrators and their decision (in the absence of manifest error) shall be final and binding on the parties. Their fees shall be payable by the Vendor and the Purchaser in such proportions as the firm determines.
England and Wales. Christmas Day; Boxing Day; New Year’s Day; Good Friday; Easter Monday; May Day; Spring Bank Holiday; Late Summer Bank Holiday; and one other day to be determined locally
England and Wales. In relation to each Property owned by an Obligor incorporated in England and Wales:
(i) where available, office copies of the register of title from HM Land Registry or a letter from the legal advisers to such Obligor confirming the completion of the purchase and that the transfer is at HM Land Registry as part of the application to register such Obligor as registered proprietor;
(ii) a copy of the fixed charge debenture creating fixed security over such property entered into by such Obligor in favour of the Security Agent as trustee for the Senior Finance Parties;
(iii) a certificate in English from the insurance broker to such Obligor evidencing the extent and level of the building insurance cover in force and that the interest of the Facility Agent as mortgagee is stated as composite insured and that the Insurance Policies comply with the requirements of Clause 17.6 (Insurance);
(iv) all title documents or an undertaking from the English solicitors for such Obligor to hold the same to the order of the English solicitors for the Facility Agent;
(v) all Leases (if any) relating to such Property under which any Obligor is tenant or which demise any interest in any such Property for a period of more than 12 months or, in any case, an undertaking from the English solicitors for such Obligor to hold the same to the order of the English solicitors for the Facility Agent;
(vi) the results of HM Land Registry Searches in favour of the Facility Agent on the appropriate forms against all of the registered titles comprising such Property giving not less than ten Business Days’ priority beyond the date such Property became subject to the terms of the relevant Senior Finance Documents and showing no adverse entries;
(vii) an effective discharge of all Security Interests (if any) affecting such Property or an undertaking regarding the release of such Security Interests by the vendor’s solicitor in form and substance satisfactory to the Facility Agent;
(viii) except to the extent already provided to the Facility Agent, an undertaking from the relevant Obligor’s solicitors to use reasonable endeavours forthwith to satisfy any requisitions raised by HM Land Registry in connection with the application to register the Security Interest created in respect of such Property under the English law Real Estate Security Document executed by the relevant Obligor;
(ix) copies of all notices to tenants substantially in the form of the relevant Schedule to the relevant English law Re...
England and Wales. An English law governed Debenture signed by the following “English Guarantors”: CB&I UK Limited, Lutech Resources Limited, ▇▇▇▇ Group UK Limited, ▇▇▇▇▇▇ Consultants International Limited, McDermott Marine Construction Limited, CB&I Group UK Holdings, McDermott Holdings (U.K.) Limited, ▇▇▇▇▇ & Co Limited, CB&I Constructors Limited, CB&I Holdings (UK) Limited, CB&I Paddington Limited, CB&I Power Limited, CBI UK Cayman Acquisition Limited, Oxford Metal Supply Limited, Pipework Engineering and Developments Limited, ▇▇▇▇ ▇▇▇▇ Limited, Whessoe Piping Systems Limited and CB&I London. November 1, 2019 An English law governed Share Charge signed by the following shareholders of the English Guarantors: CB&I Global, L.L.C., CB&I International, Inc., CB&I Tyler LLC, Chicago Bridge & Iron Company B.V., Chicago Bridge & Iron Company (Netherlands), LLC, J. ▇▇▇ ▇▇▇▇▇▇▇▇▇, S.A., McDermott Technology (2), B.V. and ▇▇▇▇▇▇▇▇▇ International Trading Co., Inc. November 1, 2019 Delivery of notices of assignment and/or charge required pursuant to the terms of the Debenture together with evidence of service thereof. November 1, 2019 Evidence that CB&I UK Limited has accepted its appointment as agent for service of process in England and Wales pursuant to the terms of the Share Charge. November 1, 2019 ▇▇▇▇▇▇▇▇▇ LLP (UK) Legal Opinion November 1, 2019 Evidence of registration of the Debenture with respect to each English Guarantor at Companies House in England and Wales. Within 21 days of the date of signing the Debenture Notices in connection with Debenture together with evidence of dispatch required pursuant to the terms thereof. November 1, 2019 Irish law Share Charge from Chicago Bridge & Iron Company B.V. in favour of the Collateral Agent in respect of the shares held in CB & I Finance Company Limited. November 1, 2019 Undated irrevocable appointment executed by Chicago Bridge & Iron Company B.V. November 1, 2019 Undated dividend mandate letter executed by Chicago Bridge & Iron Company B.V. November 1, 2019 Letter of authority from Chicago Bridge & Iron Company B.V. authorising the Collateral Agent to complete ancillary documents on enforcement. November 1, 2019 Signed and undated resignation letters and letters of authority from the officers of CB&I Finance Company Limited. November 1, 2019 Certified copy of share register of CB&I Finance Company Limited November 1, 2019 ▇▇▇▇▇▇ ▇▇▇ Legal Opinion November 1, 2019 ▇▇▇▇▇▇ ▇▇▇ Legal Opinion – Dutch Pledge Opinion November 1, 2019 ...
England and Wales. Christmas Day, Boxing Day, New Year’s Day, Good Friday, Easter Monday, the May Day Bank Holiday, the Spring Bank Holiday, and the Summer Bank Holiday shall be recognised as public holidays in England and Wales, provided that such days are generally recognised as holidays in the locality in which the work is being done.
England and Wales. The decision of the Expert (who shall act as experts not as arbitrators) shall be final and binding in the absence of manifest error. The costs of the Expert shall be borne by the Buyer if the Madg▇ ▇▇▇ Olicom Token Ring Revenue as determined by the Expert is more than 5% higher or lower than the Madg▇ ▇▇▇ Olicom Token Ring Revenue as calculated by the Buyer's auditors in 125 17 accordance with the accounting principles set out in Schedule 5 and in all other cases the costs of the Expert shall be paid by the Seller.