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level: Definitions

Questions and Answers List

level questions: Definitions

Question	Answer
i. security or protection against a loss or other financial burden ii. security against or exemption from legal liability for one's actions	a. Indemnities
i. a person who takes responsibility for another's performance of an undertaking, for example their appearing in court or the payment of a debt. ii. money given to support an undertaking that someone will perform a duty, pay their debts, etc.; a guarantee. 1. "the judge granted bail with a surety of $500" iii. a surety bond or surety is a promise by a surety or guarantor to pay one party (the obligee) a certain amount if a second party (the principal) fails to meet some obligation, such as fulfilling the terms of a contract.	Surety
i. The bond is a debt security, under which the issuer owes the holders a debt and (depending on the terms of the bond) is obliged to pay them interest (the coupon) or to repay the principal at a later date, termed the maturity date	Bond
i. the process of taking legal action	Litigation
i. intervention in a dispute in order to resolve it; arbitration;not legally binding	Mediation
i. Arbitration, a form of alternative dispute resolution, is a way to resolve disputes outside the courts. The dispute will be decided by one or more persons, which renders the "arbitration award". An arbitration award is legally binding on both sides and enforceable in the courts	f. Arbitration
i. a right to keep possession of property belonging to another person until a debt owed by that person is discharged.	Lien
i. damages whose amount the parties designate during the formation of a contract for the injured party to collect as compensation upon a specific breach (e.g., late performance). ii. The purpose of a liquidated damages provision is to calculate how much one party stands to lose if the contract is breached or performance is not delivered. Courts will enforce these provisions if they decide it would be hard to estimate the harm resulting from a broken contract and the damages described in the contract are reasonable, meaning their amount is not more than the actual losses suffered. iii. The sole purpose of liquidated damages is to provide a method for calculating damages that would be difficult to prove otherwise iv. There will be minor differences in how jurisdictions will treat liquidated damages provisions. However, in general, there are two important factors which determine if the provision is valid. If the court cannot detect these two elements in the provision, then it will not be enforced. 1. The first factor is uncertainty, meaning quantifying the potential damage of a breach of contract would be difficult. 2. The second issue is if the damages listed are reasonable and in proportion to the actual harm in question.	Liquidated damages
i. A penalty clause in a contract is a provision that obligates the defaulting party to provide some form of compensation to the innocent party in the event of a breach of contract. ... In order to minimize the hassle and cost, you can include a penalty provision in your contract.	Penalty Clauses
i. When liquidated damages aren't proportionate to the real or anticipated loss, the courts can decide they are a penalty. If the court determines the damages are actually a penalty, the provision will be voided, and the injured party will only be able to pursue actual damages caused by the contract being breached. ii. For example, penalties clauses are generally included in a contract to encourage one party to fulfill their obligations, whereas liquidated damages provisions are used to make sure an injured party is compensated for the harm they have been inflicted	j. Penalty Clauses vs Liquidated Damages
i. Due diligence is the investigation or exercise of care that a reasonable business or person is expected to take before entering into an agreement or contract with another party, or an act with a certain standard of care. It can be a legal obligation, but the term will more commonly apply to voluntary investigations.	k. Due Diligence
a. Due diligence related to environmental regulation is very important because if the company violates any major rule, local authorities can exercise their right to penalize the company, up to and including, shutting it down operationally. Hence, this makes environmental audits for each property owned or leased by the company one of the key types of due diligence. The following should be reviewed carefully: b. List of environmental permits and licenses and validation of the same c. Copies of all correspondence and notices from the EPA or state and local regulatory agencies d. Verify that the company’s disposal methods are in sync with current regulations and guidelines e. Check to see whether there are any contingent environmental liabilities or continuing indemnification obligations	Environmental Due Diligence
i. constructive trusts are created when one party legally owes a specific property to another party and is forced to hold it in trust for them. ii. A constructive trust is an equitable remedy imposed by a court to benefit a party that has been wrongfully deprived of its rights due to either a person obtaining or holding a legal property right which they should not possess due to unjust enrichment or interference, or due to a breach of fiduciary duty, which is intercausative with unjust enrichment and/or property interference	l. Constructive Trust
i. A fiduciary is a person who holds a legal or ethical relationship of trust with one or more other parties (person or group of persons). Typically, a fiduciary prudently takes care of money or other assets for another person. ii. Fiduciary duties in a financial sense exist to ensure that those who manage other people's money act in their beneficiaries' interests, rather than serving their own interests.	m. fiduciary duty
i. An environmental assessment by a responsible authority is conducted by the Agency, the National Energy Board or the Canadian Nuclear Safety Commission. Information on the process for environmental assessments conducted by the Agency is provided below. Information with respect to environmental assessments conducted by the National Energy Board or Canadian Nuclear Safety Commission may be found on their websites. ii. An environmental assessment by review panel is conducted by a panel of individuals appointed by the Minister of the Environment and supported by the Agency	Types of environmental assessments
i. Trade secrets include any valuable business information that derives its value from the secrecy. Trade secrets can be very valuable to you whether you have developed new technology, designed original products, created the perfect recipe, or have a gold mine of customer data. One of the most famous trade secrets is the Coca Cola formula—a well-guarded secret for over 100 years. The business value of the formula is why the company goes to extremes to keep it confidential.	o. Trade Secrets
i. A Partnership Agreement is a contract between two or more individuals, corporations, trusts, or partnerships (the partners) that join together to carry on a trade or business. ... In return, each partner is entitled to a share of the profits or losses of the business.	Partnership Agreements
i. In the legal system, the term consideration in contract law refers to something of value given to someone in return for goods, services, or some other promise.	consideration in business
i. Constructive acceleration is acceleration of the construction works following failure by the employer to recognise that the contractor has encountered employer delay for which the contractor is entitled to an extension of time and which failure required the contractor to accelerate its progress in order to complete the works by the contract completion date.	Constructive Acceleration
i. A holdback is a portion of the purchase price that is not paid at the closing date. This amount is usually held in a third party escrow account (usually the seller's) to secure a future obligation, or until a certain condition is achieved. Holdbacks are very common in purchase and sale agreements 1. Multiple holdback a. Under this scheme an owner of the land on which a construction project is built is required to retain an amount known as a holdback equal to 10% of progress payments made to the contractors with whom the owner enters into direct contracts for the construction of the project	Holdback