Transactions contemplated herein: Overview, definition, and example
What are "transactions contemplated herein"?
"Transactions contemplated herein" is a legal term used in contracts and agreements to refer to the specific actions, dealings, or events that the parties to the contract expect or agree to undertake as part of the agreement. It generally refers to the transactions that are anticipated or planned in the context of the contract and may include things like the transfer of assets, payments, or any other actions that are specified as part of fulfilling the contract’s terms. This phrase helps clarify the scope of the agreement by identifying the particular transactions that the parties intend to carry out.
For example, in a merger agreement, the "transactions contemplated herein" might include the sale of shares, the transfer of intellectual property, and the settlement of any liabilities.
Why are "transactions contemplated herein" important?
The phrase "transactions contemplated herein" is important because it clearly outlines the specific actions or events that are expected to take place under the terms of the agreement. It helps set expectations between the parties and provides a framework for the performance of the contract. By specifying these transactions, the contract ensures that all parties are aware of their obligations and the steps they need to take to fulfill the agreement. It also provides clarity in case of disputes or ambiguities, helping to avoid misunderstandings or disagreements about the scope of the agreement.
Understanding "transactions contemplated herein" through an example
Let’s say two companies enter into a merger agreement. The contract might include a section stating, "The transactions contemplated herein include the transfer of Company A’s assets to Company B, the assumption of Company A’s liabilities by Company B, and the issuance of shares by Company B to Company A’s shareholders." This section helps define the specific actions both companies expect to take as part of the merger, ensuring that everyone involved understands their respective roles and obligations.
In another example, a real estate purchase agreement might state, "The transactions contemplated herein include the transfer of the property located at [address], the payment of the purchase price, and the assumption of property taxes by the buyer." This helps outline the key actions the buyer and seller will take to complete the sale of the property.
An example of a "transactions contemplated herein" clause
Here’s how a "transactions contemplated herein" clause might appear in a contract:
“The parties agree that the transactions contemplated herein include the sale of the assets listed in Schedule A, the payment of the agreed purchase price, and the delivery of all relevant documentation necessary to transfer ownership of the assets to the Buyer.”
Conclusion
The term "transactions contemplated herein" is a key phrase in legal agreements that helps define the specific actions or events expected to take place under the contract. By clearly identifying these transactions, it ensures that all parties understand their obligations and sets a framework for fulfilling the terms of the agreement. This clarity helps avoid misunderstandings and provides a basis for enforcing the contract if necessary.
This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.