When do I use this document? for an indemnity clause to be included in a contract for a contract governed by English law What are the key features? alternative forms of indemnity wording: indemnity from one party in favour of the other party mutual indemnity from both parties in favour of the other indemnity for breach of the underlying contract indemnity for potential loss arising from a third party claim wording for conduct of third party claims What else do I need to know? An indemnity is a contractual undertaking given by one party (the indemnifier) in favour of another party (the indemnified party or beneficiary) under which the indemnifier agrees to pay to the indemnified party the amount of any loss or damage which the indemnified party suffers as a consequence of a specified event. The specified event might be: the breach of contract by the indemnifier liability of the indemnified party to a third party in relation to a specified event or circumstance a claim by a third party for loss or damage caused by the indemnifier’s breach of contract Unlike other contractual obligations (and depending on the wording of the indemnity), an indemnity is not subject to legal rules and limitations regarding to the foreseeability of loss or the remoteness of damages which can be recovered by the beneficiary. In addition, the beneficiary is not legally obliged to mitigate its loss. As a result and in exchange for agreeing to give the indemnity, the indemnifier may require that the beneficiary takes certain actions in relation to a claim or event which might give rise to a claim under the indemnity being made. These actions include: the notification of a claim from a third party in relation to the indemnified obligation an obligation on the indemnified party to take action required by the indemnifier to defend a third party claim allowing the indemnifier to take legal action in the name of the indemnifier to defend the third party claim

Articles of Association: pre-emption (share transfer)

Pre-emption rights on the transfer of shares, giving existing shareholders the right of first refusal on a proposed transfer of issued shares in the company. In the form of standalone paragraphs to be included in the company’s Articles of Association.

for shareholders to have rights of first refusal on a proposed transfer of existing shares
for inclusion in the company’s existing Articles of Association
for a private limited company incorporated in England and Wales
in conjunction with a shareholder resolution to amend the Articles of Association see
- Shareholder resolution – amend Articles of Association

What are the key features?

general prohibition on share transfers unless otherwise provided in the Articles of Association
provision for transfers to related parties to be permitted as exceptions to the pre-emption rights
pre-emption rights offer and acceptance process

What other documents are available?

For pre-emption rights on the issue of new shares, see

Articles of Association – pre-emption (share allotment)

Description

When do I use this document?

for an indemnity clause to be included in a contract
for a contract governed by English law

What are the key features?

alternative forms of indemnity wording:
- indemnity from one party in favour of the other party
- mutual indemnity from both parties in favour of the other
indemnity for breach of the underlying contract
indemnity for potential loss arising from a third party claim
wording for conduct of third party claims

What else do I need to know?

An indemnity is a contractual undertaking given by one party (the indemnifier) in favour of another party (the indemnified party or beneficiary) under which the indemnifier agrees to pay to the indemnified party the amount of any loss or damage which the indemnified party suffers as a consequence of a specified event.

The specified event might be:

the breach of contract by the indemnifier
liability of the indemnified party to a third party in relation to a specified event or circumstance
a claim by a third party for loss or damage caused by the indemnifier’s breach of contract

Unlike other contractual obligations (and depending on the wording of the indemnity), an indemnity is not subject to legal rules and limitations regarding to the foreseeability of loss or the remoteness of damages which can be recovered by the beneficiary. In addition, the beneficiary is not legally obliged to mitigate its loss.

As a result and in exchange for agreeing to give the indemnity, the indemnifier may require that the beneficiary takes certain actions in relation to a claim or event which might give rise to a claim under the indemnity being made. These actions include:

the notification of a claim from a third party in relation to the indemnified obligation
an obligation on the indemnified party to take action required by the indemnifier to defend a third party claim
allowing the indemnifier to take legal action in the name of the indemnifier to defend the third party claim

Explanatory Guides

As with all of our document templates, your purchase will include access to clear explanatory guidance on the document and its use.

£35.00 exc VAT

Updated by a lawyer on 30/06/2025

Updated By a lawyer on 05/04/2023

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Articles of Association: pre-emption (share transfer)

When do I use this document?

What are the key features?

What other documents are available?

When do I use this document?

What are the key features?

What else do I need to know?

Explanatory Guides

As with all of our document templates, your purchase will include access to clear explanatory guidance on the document and its use.

Create your document in 3 Easy Steps

PaperRock offers affordable, legal document templates, written by experienced and expert lawyers, trusted by businesses across the UK and beyond. No hidden charges or trial sign-ups are required to complete your document.

“I have worked in legal and business affairs for over 25 years and need access to a wide range of corporate and commercial legal precedents. Paperrock is a refreshing source of high-quality legal templates. Superb value for money.”

Amanda | Bannister Creative

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Articles of Association: pre-emption (share transfer)

When do I use this document?

What are the key features?

What other documents are available?

When do I use this document?

What are the key features?

What else do I need to know?

Explanatory Guides

As with all of our document templates, your purchase will include access to clear explanatory guidance on the document and its use.

Related Articles

Create your document in 3 Easy Steps

PaperRock offers affordable, legal document templates, written by experienced and expert lawyers, trusted by businesses across the UK and beyond. No hidden charges or trial sign-ups are required to complete your document.

“I have worked in legal and business affairs for over 25 years and need access to a wide range of corporate and commercial legal precedents. Paperrock is a refreshing source of high-quality legal templates. Superb value for money.”

Amanda | Bannister Creative

“It’s hard to find legal documents on the internet you can really trust. Knowing an expert lawyer has drafted what I need, gives my business the edge and gives me peace of mind.”

Elle, Founder | Winslow skincare & aesthetics.

“As an SME Paperrock saves us the legal fees we’ve previously had to spend. In these challenging times that's a big help. Great products and support.”

Giles, MD | Boniti Ltd.

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