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MVNO agreement—checklist

MVNO agreement—checklist This Checklist covers some of the main provisions to be included in a mobile virtual network operator (MVNO) agreement under which a mobile network operator supplier will provide wholesale access services to an MVNO for resale to its own retail customers. It covers some of the main provisions that are specific to an agreement of this kind. See also the Precedent: MVNO agreement. In this Checklist, the following definitions are used: • Agreement—means the MVNO agreement between the MVNO and the Supplier for the provision of the Services • End-User—means a customer of the MVNO • IPR—means intellectual property rights • MVNO—means mobile virtual network operator, the customer in the Agreement • Services—means the wholesale network services being provided to the MVNO by the Supplier • Supplier—means the mobile network operator providing network services to the MVNO The third column can be used to record observations or comments as the Checklist is worked through. Checklist Further information Notes (if any) General terms and conditions ☐ Consider duration....

Basic scheme information from 6 April 2014—checklist

Basic scheme information from 6 April 2014—checklist THIS CHECKLIST APPLIES TO OCCUPATIONAL PENSION SCHEMES ON AND FROM 6 APRIL 2014 For information on the requirement to provide basic scheme information before 6 April 2014, see Practice Note: Occupational pension schemes—disclosure requirements before 6 April 2014—Basic scheme information (ARCHIVED) and Checklist: Basic scheme information before 6 April 2014—checklist [Archived]. Basic scheme information requirement Under the Occupational and Personal Pension Schemes (Disclosure of Information) Regulations 2013, SI 2013/2734 (the 2013 Disclosure Regulations), trustees of occupational pension schemes must provide basic scheme information to: • prospective members, and • members who have not already received such information within one month of the scheme receiving their jobholder information or, if no such information has been received, within two months of them joining the scheme. Basic scheme information must also be given at the request of any of the following persons: • a member or prospective member • their spouse or civil partner • a scheme beneficiary, or • a recognised trade union (ie a...

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Notices—commercial contracts

PurposeA notices clause is often included in an agreement to ensure that each party has certainty and clarity in relation to formal communications between the parties and the giving of notices to, and the receipt of notices from, the other parties to the agreement. In the absence of a notices clause, default statutory provisions may apply (see Statutory provisions below).Compliance with a notices clause is likely to be essential in a number of different contractual scenarios. It is commonly relevant, for example, when extending (or preventing the extension of) the term of a commercial contract or if informing the other party of a dispute, breach of warranty or an indemnity claim.The courts have applied the law relating to unilateral contract notices when considering if an option has been validly exercised.ContentA notices clause often includes provisions specifying:•that the notice must be given in writing•that the notice should be given in English•whether the clause applies to notices given in relation to legal proceedings or other forms of dispute resolution•whether the notice can...

Terminating commercial contracts

Termination—contractual and common law rightsAs commercial lawyers, we are used to being instructed to advise in connection with the formation of a commercial relationship. Even if, like family lawyers drafting pre-nuptial agreements, we anticipate the consequences of the end of the relationship, it is only in more recent economic times that we are being asked more frequently how to break the relationship in the first place.It is important to remember that rights to terminate a contract may arise at common law (for example, in the event of repudiatory breach) and under the express terms of the contract. Where an agreement is silent as to contract termination, in the event of a dispute, the courts will apply common law principles. To avoid uncertainty, parties often include express contractual clauses which provide for the termination of a contract. In general, contractual rights to terminate are in addition to, and not in substitution for, common law rights. Absent express wording to the contrary, the ordinary assumption is that a contractual right to terminate...

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Warranty limitations—pro-seller—share purchase agreement

Insert the following definitions as new definitions into clause 1 of Precedent: Share purchase agreement—pro-buyer—corporate seller—conditional—long form: 1 Definitions and interpretation Claim means a claim by the Buyer for any breach of the provisions of this Agreement (including a claim for breach of the Warranties); Data Room means the data room relating to the [Company OR Group] comprising all contracts, agreements, licences, documents and other information made available to the Buyer and its advisers, as listed in the Data Room index attached to the Disclosure Letter; The ScheduleLimitations on the Warranties ...

Property warranties (short-form) in an asset purchase

Property warranties and definitions to include in a short-form asset purchase agreement 1 Definitions In this Agreement, unless the context otherwise requires: Encumbrance means any mortgage, claim, charge (fixed or floating), pledge, lien, hypothecation, guarantee, right of set-off, trust, assignment, right of first refusal, right of pre-emption, option, restriction or other encumbrance or any legal or equitable third party right or interest including any security interest of any kind or any type of preferential arrangement (or any like agreement or arrangement creating any of the same or having similar effect) and Encumbrances means more than one of them; Freehold Properties ...

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If administrators of a policyholder did not notify insurers of a claim against the policyholder within the 28-day time limit stated in the policy, can insurers reject cover?

If administrators of a policyholder did not notify insurers of a claim against the policyholder within the 28-day time limit stated in the policy, can insurers reject cover? It is assumed that the claim would otherwise trigger cover under the insurance policy and that it is a liability insurance policy. Under a liability insurance policy, a notification clause is framed as a condition precedent to indemnity under the policy, to allow insurers to investigate the claim at an early stage. In the absence of a clause allowing for extended reporting of claims notifications, an insurer can rely on a breach of a condition precedent to deny liability, regardless of whether insurers have suffered any prejudice. See Practice Note: Liability insurance—notification of claims and circumstances and defence of claims. It should be noted that the purpose of section 11 of the Insurance Act 2015 relates to terms that define the risk as a whole, and it is to prevent insurers from relying on a breach unconnected to the...

What is the position of a security holder if the company that created the security is dissolved?

What is the position of a security holder if the company that created the security is dissolved? This Q&A focuses on the impact the dissolution of a security provider can have on the ability of a security holder to effectively enforce its security. It also considers the position of a receiver appointed by the security holder prior to the dissolution of the relevant company. Summary If a security provider is dissolved as a matter of English law it is normally still possible for the security holder to enforce the security it holds by exercising the mortgagee’s power of sale. There may be circumstances in any particular case that make an application to restore the dissolved company to the register desirable to protect the security holder’s position. Circumstances where this issue commonly arises The problems associated with a security provider being dissolved while security is in force occur most often in real estate finance and other asset finance transactions. Typically, these issues arise where a special purpose...

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End of the road—final injunction against encampments (London Borough of Havering v Stokes)

Dispute Resolution analysis: The court was considering when to make a precautionary injunction final and whether to attach a power of arrest. The London Borough of Havering (‘LBH’) was granted a final precautionary injunction prohibiting unauthorised encampments and fly-tipping following an interim order in 2019. LBH demonstrated a compelling reason for an injunction as there was an imminent risk of planning breaches that would cause real harm, and that other measures and remedies would not address those concerns. Those seeking an injunction must ensure it is tailored to the circumstances of each defendant and has mechanisms to alleviate the infringement of their rights. If defendants wish to effectively defend, they must participate in proceedings to avoid the risk of adverse inferences being drawn on the evidence available to the court. Following the Supreme Court decision in Wolverhampton v London Gypsies and Travellers, the court will not make individual (rather than general) assessments on proportionality when ECHR concerns are not advanced by that individual defendant. Written by Lauren Godfrey, barrister at...

High Court has no supervisory jurisdiction over Toronto-seated arbitration (Investcom Global Ltd v PLC Investments Ltd and others)

Arbitration analysis: The High Court declined to continue interim anti-suit and anti-enforcement injunctions to restrain civil proceedings brought in Liberia in breach of an arbitration agreement, on the basis that the ICC in the pending arbitral proceedings had determined that the seat of the arbitration was Toronto, Canada, and the claimant did not have a good arguable case that the tribunal would overturn that decision and find the seat to be London. The court considered it did not have jurisdiction over the defendants under CPR 62.5(1)(c) or (2A), each of which requires that the seat of the arbitration ‘is or will be’ in England; nor did it find jurisdiction under any gateway in PD6B paragraph 3.1. Written by Hafsa Zayyan, senior associate at Quinn Emanuel Urquhart & Sullivan LLP.

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1139 Service of documents on company

(1)     A document may be served on a company registered under this Act by leaving it at, or sending it by post to, the company's registered office.(2)     A document may be served on an overseas company whose particulars are registered under section 1046—(a)     by leaving it at, or sending it by post to, the registered address of any person resident in the United Kingdom who is authorised to accept service of documents on the company's behalf, or(b)     if there is no such person, or if any such person refuses service or