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Englisch (Fach) / Legal English (Lektion)

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• merger The acquisition of one company by another, resulting in the survival of one ot them and dissolution of the oter Fusion
• Sale of substantially all assets A form of acquisition on whereby all or almost all assets and liabilities of a company are sold
• objects Goals or purposes of a company Ziele
• Written resolution Written expression of an intention or opinion decided at a meeting
• Registrar of companies Officer in charge of keeping the list of limited companies registered at the companies house Unternehmensregister
• Companies house Institution where all limited companies in the UK must be registered. It is an Executive Agency of the UK government Department of Trade and Industries Unternehmensregister
• Capital structure Distribution of a company’s debt and stock Kapitalsstruktur 
• Objects clause Section of a company’s memorandum of association that outlines the company’s objects Unternehmensgegenstand
• assets Property that is owned and has value Investition
• insolvent Unable to pay one’s debts
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• Acceleration Clause in a contract requiring the obligor to pay all or a part of a payable amount sooner than as agreed upon the occurrence of some event or circumstance stated in the contract, usually failure to make payment
• assignment Clause prohibiting or permitting assignment under certain conditions Abtretungsverbot
• Confidentiality Clause concerning the treating of information as private and not for distribution beyond specifically identified individuals or organisations, nor used other than for specifically identified purpose Verschwiegenheitspflicht
• consideration Clause expressing the cause, motive, price or impelling motive which induces one party to enter into an agreement Gegenleistung
• Force majeure Clause designed to protect against failures to perform contractual obligations caused by unavoidable events beyond the party’s control, such as natural disaster or wars Höhere Gewalt
• Liquidated damages Clause referring to an amount predetermined by the parties as the total amount of compensation an non-breaching party should receive if the other party breaches a part of the contract pauschalierter Schadenersatz
• Entire agreement Clause stating that the written terms of an agreement may not be varied by prior or oral agreements because all such agreements have been consolidated into the written document
• severability Clause providing that, in the event that one or more provisions of the agreement are declared unenforceable the balance of the agreement remains in force regelt Rechtsfolgen
• termination Clause outlining when and under which circumstances the contract may be terminated Vertragsbeendigung
• Payment of costs Clause setting out which party is responsible for payment of costs related to preparation of the agreement and ancillary document Kostenübernahmeklausel
• enforceable Capable of being made effective. In the case of an agreement, it is one in which one party can legally compel the performance of the other party durchsetzbar
• offer Indication of willingness to enter into a contract on specified terms, whereby, if accepted by the other person, a binding contract would result Angebot
• party Person or entity involved in an agreement Partei
• offeror Party that displays a willingness to enter into a contract on specified terms Anbieter
• Offeree Party to whom an offer is made Angebotsempfänger
• Counter offer New offer with new terms made as a reply to an offer received Gegenangebot
• rejection Refusal to accept an offer  Ablehnung
• Essential terms wesentlichen Vertragsbedingungen
• Subject matter Thing under consideration in a contract Gegenstand
• indefinite Vague, not certain, not determined undefiniert, nicht genau
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• instrument Written formal legal document
• Express contract Contract whose terms have been specifically outlined, either in writing or orally ausdrücklicher Vertrag
• Implied contract Contract whose terms have not been specifically outlined, but rather are presumed Schlüssige Handlung
• Statute of frauds Piece of legislation which declares that certain kinds of contracts, for example those regarding land, pending marriage and the sale of goods worth over a certain amount of money, wil be invalid unless put into writing and signed by both parties.
• Real property Land, including anything attached to it Grundbesitz
• formation of a contract Act of bringing a contract into existence  Vertragsabschluss
• Illegality of the subject matter When the matter under consideration in the contract is unlawful and therefore unenforceable in a court of law
• Fraud in the inducement Act of misrepresenting or misleading someone so as to entice them to enter into a contract or agreement Täuschung zum Vertragsabschluss
• duress Unlawful threat or coercion used to force someone o enter into a contract Zwang
• Lack of legal capacity Absence of ability of a person to enter into contractual relations, sue or be sued fehlende Rechtsfähigkeit
• Third party beneficiary contracts Contract that provides for rights and duties to be conferred on a person, who is not party to the contract
• Assignment of rights Transfer of rights to another person such that the person to whom the rights have been transferred receives full benefits under the contract Weitergabe von Rechten
• Delegation of duties Transfer of responsibilities to be performed under a contract to another Weitergabe von Aufgaben 
• assignee Person who receives an assigment Rechtsnachfolger, Begünstigte
• delegate Third part in a delegation to whom the duties have been transferred
• Breach of contract Failure to perform a contractual obligation or interference with another party’s performance which incurs a right for the other party to claim damages Vertragsbruch
• Non-breaching party Party to the contract that has not violated its contractual obligations die nicht Vertragsbrechende Partei
• Non-monetary relief Remedy that is not money, but rather something else such as an injunction, a declaratory judgement, specific performance or modification of a contract nicht monetärer Schadenersatz
• Pecuniary compensation Remedy that involves compensating through money Schadenersatz durch Geld
• Injured party Party that has suffered a violation of its legal rights

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