Conditions precedent Definition

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What does Conditions precedent mean?

In leveraged finance transactions, conditions precedent are commonly split into conditions precedent to signing and conditions precedent to closing. Conditions precedent to signing are conditions that must be satisfied by the borrower before the facility agreement can take effect. Conditions precedent to closing are conditions which must be satisfied by the borrower before it is entitled to draw down funds under the facilities agreement.

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Issuing notes (drawdowns) under a medium term note (MTN) programme—timeline of process

Issuing notes (drawdowns) under a medium term note (MTN) programme—timeline of process Introduction The process for setting up a medium term note (MTN) programme is set out in Practice Note: Setting up an MTN Programme—timeline of process. This Practice Note focuses on the process for an issuance of notes (known as a drawdown) under an MTN programme (a programme) once the programme has been established. Type of drawdown A programme will usually provide for two types of drawdowns: • a drawdown agreed by the issuer and a dealer (a dealer drawdown), and • a drawdown agreed by the issuer and a group (or syndicate) of dealers (a syndicated drawdown) In addition, a programme will usually allow additional dealers to accede to the programme, either as permanent members of the dealer panel or for the purposes of a single drawdown. Notification to dealer(s) The issuer notifies the dealer(s) that it intends to drawdown under the programme—this can be done by way of a term sheet or by way of an...

Intellectual property rights licence (asset purchase)—checklist

Intellectual property rights licence (asset purchase)—checklist How to use this checklist This checklist is designed to highlight issues that commonly need to be addressed when drafting long-form and short-form licences of IPRs in an asset purchase scenario, and is to be used with the following Precedents: • Intellectual property licence (asset purchase) (long form) • Intellectual property licence (asset purchase) (short form) For assignments of IPRs in an asset purchase scenario see: • Assignment of intellectual property rights (asset purchase) (long form) • Assignment of intellectual property rights (asset purchase) (short form) • Assignment of intellectual property rights (asset purchase)—checklist For copyright licences consider: • Copyright licence—pro-licensee • Copyright licence—pro-licensor • Copyright licence—checklist For licences of design rights consider: • Design licence—pro-licensee • Design licence—pro-licensor • Licence of designs—checklist For patent licences consider: • Patent licence—pro-licensee • Patent licence—pro-licensor For trade mark licences consider: • Trade mark licence—pro-licensee • Trade mark licence—pro-licensor • Trade mark licence—checklist For further information on issues raised by this checklist, see the following Practice Notes:...

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Ireland—Signing off on the documentary conditions precedent in a loan transaction

Ireland—Signing off on the documentary conditions precedent in a loan transaction Each of the documentary conditions precedent (CPs) to funding must be satisfied (or waived) before funding can take place. Who signs off on the documentary CPs? Once all of the documentary CPs have been satisfied (or waived), the lender (or, in syndicated transactions, the facility agent) will usually be required by the terms of the facility agreement to confirm to the borrower, in writing, that this is the case. However, whether the documentary CPs have been satisfied will have been determined by a number of factors: legal, commercial and factual issues will have been addressed by a combination of the lender(s) and the lawyers acting for the lender(s). Therefore, signing off on the documentary CPs will involve both the lender(s) and lawyers. It is important, however, to note that the final commercial decision on whether to lend is made by the lender(s) rather than their lawyers. Role of the lawyers for the lender(s)—issuing a CP satisfaction letter Finding a...

Flooding—issues in banking and finance

Flooding—issues in banking and finance Effects of flooding on underlying assets Flooding can give rise to a number of issues in the context of a banking or finance transaction. This Practice Note highlights the issues in relation to the following: • individual risks • planning policy • availability of insurance • borrower default It also explains the steps that a lender can take to mitigate the risks posed. Individual risks Flooding can cause significant damage to businesses, property and people. It can affect an individual’s decision whether to buy or rent a property. It can also have an effect on a property’s value. In ‘Deep Water Horizon’, 2018, the Royal Institution of Chartered Surveyors (RICS) discusses the increased frequency of flooding and how this can be addressed and managed through the surveying profession. The value of a house or commercial property may be adversely affected due to the risk of flooding. This is not only because of the damage that flooding can cause but also as a...

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Cross-border protocol for insolvencies or restructurings

Cross-border protocol for insolvencies or restructurings This Agreement is made [insert day and month] 20 [insert year] Parties 1 [insert name of insolvency representative] in their capacity as [insert capacity eg liquidator or administrator or trustee or custodian or supervisor or curator or examiner] of [insert name of company(ies) appointed over] in [insert name of country A] appointed by a decision of the [insert name of court or administrative or governmental or regulatory body appointing them] dated [insert date]; and 2 [insert name of insolvency representative] in their capacity as [insert capacity eg liquidator or administrator or trustee or custodian or supervisor or curator or examiner] of [insert name of company(ies) appointed over] in [insert name of country B] appointed by a decision of the [insert name of court or administrative or governmental or regulatory body appointing them] dated [insert date]; together referred to as the Insolvency Representatives; and 3 [insert name of debtor company(ies)] a company incorporated in [insert country] under number [insert registered number] whose ...

Precedent signing and closing memorandum for a commercial mortgage-backed securities transaction

Precedent signing and closing memorandum for a commercial mortgage-backed securities transaction A Signing and Closing Memorandum is required to assist the smooth execution of a complex transaction. This precedent signing and closing memorandum sets out steps to be taken in order to close a commercial mortgage-backed securities (CMBS) transaction. Additional documents or steps may be required depending on the specific transaction. [ISSUER] [CURRENCY][AGGREGATE AMOUNT] CLASS [A] NOTES DUE [•] AND [CURRENCY] [AGGREGATE AMOUNT] CLASS [B] NOTES DUE [•] (THE NOTES) SIGNING AND CLOSING MEMORANDUM 1 Parties involved in the transaction THE PARTIES Issuer [●] Holdings [●] Originator [●] Arranger [●] Manager [●] Trustee [●] Security Trustee [●] Paying Agent [●] Account Bank [●] Cash Manager [●] Servicer [●] Special Servicer [●] Swap Counterparty [●] Liquidity Facility Provider [●] Registrar [●] Corporate Services Provider [●] [Listing Agent] [●] Listing Authority [●] Stock Exchange [●] [Rating Agencies] [●] Euroclear Euroclear Bank SA Clearstream Clearstream Banking, societe anonyme Common Depositary [●] Auditor [●] Valuer [●] Issuer's Counsel...

Dive into our 47 Precedents related to Conditions precedent

Do I have time to serve an effective break notice, what form should it take and what is the method of service?

Do I have time to serve an effective break notice, what form should it take and what is the method of service? Scenario A client has just called to tell me that after some last minute management meetings, they would like to give notice urgently to end the lease of their HQ. The break clause states the following: ‘If the Tenant wishes to determine this Lease on the fifth anniversary of commencement of the Term and gives to the Landlord at least 6 months' prior written notice of that wish, then on expiry of the notice the Term is to cease and determine immediately, but without prejudice to any rights or remedies that may have accrued’ The Term commenced on 1 March 2009. It’s 2.30pm on Friday, 30 August 2013. Can I still serve notice effectively and what should I put in my notice? Timing • Determine what is the fifth anniversary of the Term. If the Term commenced ‘on’ (rather than ‘from’ 1 March 2009),...

In what circumstances do I really need to worry about commercial (or corporate) benefit?

In what circumstances do I really need to worry about commercial (or corporate) benefit? This Q&A explains when it is necessary to analyse whether an obligor in a banking transaction is receiving a commercial benefit (also called a corporate benefit) for participating in the transaction and why that might be important. For an explanation of how this matter arises in connection with guarantees which is the most common context in which the issue of commercial benefit arises in finance transactions, see Practice Note: Guarantees—commercial benefit. Summary Assessing whether an obligor in a finance transaction is receiving a commercial benefit is necessary where guarantees, third-party security or some other form of co-payment obligation is imposed on a party and that party is not the recipient of any funds being advanced either directly or indirectly eg by way of the borrower on-lending the money advanced to it. A lack of commercial benefit can invalidate a transaction or lead to it being challenged by shareholders or an insolvency officeholder. Consequences of...

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Insurance & Reinsurance weekly highlights—19 June 2025

This week's edition of Insurance weekly highlights includes: Cosmetics studios sue Beazley over coronavirus (COVID-19) business losses; Air India crash likely to cost insurers US$200m; Lost Russian jets ruling has global implications for insurers; UK insurers press government for long-term flood resilience plan; EIOPA reveals findings from first EU mystery shopping exercise on insurance investment products; plus dates for your diary and key recent cases.

PI & Clinical Negligence weekly highlights—12 June 2025

This week’s edition of PI & Clinical Negligence weekly highlights includes news from The Civil Procedure Rule Committee’s meeting minutes from 9 May 2025 which revealed that fixed recoverable costs reforms for lower value clinical negligence claims remain on hold, and HM Courts and Tribunals Service has implemented temporary changes to the ‘help with court fees’ application process as of 6 June 2025. We consider a High Court decision that looked at challenges in calculating accommodation claims for claimants with limited life expectancy, and a decision that looked at issues concerning insurance indemnity and payment security due to policy deficiencies. We also consider the Civil Justice Council’s recommendations for litigation funding reforms. In addition, we have our usual round-up of other news, cases and New Law Journal articles of interest.

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