new transactional associate

Practice Points: 7 Legal Phrases I Wish I Knew When I First Started.

  1. Notwithstanding anything to the contrary contained in this Agreement,…” this is the ultimate trump clause. By adding this provision, if later or earlier in the document you say something to the contrary, it is automatically trumped by the contradictory statement that comes after this phrase!
  2. The [Enter Party’s Name] understand, acknowledges and agrees to ….” I use this phrase when I want to convey that the opposing party is fully aware of what is going on – and they cannot find a way to back out if they do not like the term later when the deal is signed, sealed and delivered.
  3. [Enter Party’s Name] shall not unreasonably withhold, condition or delay such [consent/approval]…” This clause is great, when you understand that the other party’s consent/approval is important, but want to make sure that they do not delay, condition or unreasonably withhold such consent or approval.
  4. Except as provided in [name document]….” or “Subject to the terms and conditions in [insert document name]…“= I use this phrase when I want to limit my client’s liability in regards to knowing something they should know, or to exclude items contained in another document. I often use this phrase when I am limiting the Lender’s right to go after my client for environmental stuff, or when I want to limit Seller’s liability for knowing environmental conditions on their property. For example, “Except as provided in that certain Phase I, dated April 1, 2016, issued by Environmental Guys, Inc., to the best of Seller’s knowledge, Seller is unaware of any hazardous environmental conditions contained on the property.
  5. including, but not limited to, the following…” = I use this phrase when I am making a list of items that I expressly want to ¬†include, but I also don’t want to cut my client’s rights off to other items not named.
  6. “…which consent shall be held in [enter party’s name] sole and absolute discretion…” = this is a great phrase to use when you want your client to obtain the right to consent or deny something the other party is requesting without having a valid reason.
  7. To the best of [enter party’s name] knowledge,” when you are making reps and warranties to the other side you always want to sneak this in front of what ever sort of rep/warranty you are giving the other side.

When I first started, the above clauses seemed so FOREIGN and “deal” specific, but then as I turned more and more contracts and agreements, I realized they aren’t deal specific and are usually needed in each and every agreement in some form or fashion. ¬†Just by knowing these few phrases, you will have a jump start on making your initial edits, and make who ever hired you incredibly happy to know that he/she hired someone who knows SOMETHING, as opposed to nothing.

Can you think of any other phrases that you come across everyday that are missing in my little list? If so, please feel free to share them below in the comments section.