India: The International Comparative Legal Guide To: Corporate Recovery & Insolvency 2017

Last Updated: 14 July 2017
Article by Alok Dhir and Bhuvan Arora

1 Overview

1.1 Where would you place your jurisdiction on the spectrum of debtor to creditor-friendly jurisdictions?

Until the recent past, the Indian legal framework, to deal with restructuring and insolvency was fragmented across multiple legislations viz. the Companies Act, 1956, the Sick Industrial Companies (Special Provisions) Act, 1985, the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (SARFAESI Act), the Recovery of Debts due to Banks and Financial Institutions Act (RDDBFI Act), 1993, etc.

All the above legislations were largely skewed towards the debtor in possession regime, i.e. the debtors remained in possession and control of the assets and were solely responsible for these or otherwise, albeit with restrictions on their disposal in accordance with the provisions of the respective legislations

However, the legal framework in India to deal with the Insolvency and Bankruptcy situation, has undergone a paradigm shift with the enactment and coming into force of the Insolvency and Bankruptcy Code, 2016 (IBC, 2016 or the Code), with effect from 1.12.2016.

The provisions of the Code are focused on a 'Creditor in Possession' regime concept wherein right from the admission of the application by the Adjudicating Authority (AA) until the time the resolution plan is sanctioned by the AA, the creditors of the Corporate Debtor, through their appointed Resolution Professional (RP), remain in possession and control of the assets of the Corporate Debtor. The company continues to be run and controlled by the Resolution Professional until a resolution plan is sanctioned by the AA or a liquidation order is made to that effect by the AA. For making any decision during the Corporate Insolvency Resolution Process (CIRP) of the Corporate Debtor, the consent of 75% or more of the members of Committee of Creditors (COC) having a voting right is mandated under the Code. The Code further provides that, upon the liquidation order being made, the Resolution Professional continues to perform the duties of that of a liquidator for sale of liquidation estate of the Corporate Debtor and distribution proceeds thereof amongst the creditors in the manner as provided in the Code.

As such, it can be safely concluded that the present legislation in our country, to deal with the insolvency and bankruptcy of corporate/ non-corporate entities, is creditor friendly.

1.2 Does the legislative framework in your jurisdiction allow for informal work-outs, as well as formal restructuring and insolvency proceedings, and are each of these used in practice?

The legislative framework in India for insolvency and bankruptcy proceedings provides for only formal processes and is presently being largely governed by the Code which covers a wide range of restructuring, viz. re-organisation through a scheme for compromise, arrangements and reconstruction or financial, capital and business restructuring. Failure to reach an understanding/resolution with the creditors under the Code shall lead to liquidation of the Corporate Debtor.

In addition to the above, there are several non-statutory informal mechanisms based on the various circulars and guidelines issued by the Reserve Bank of India (RBI), the banking regulator which lays down the modalities and requisites to carry out the restructuring of debts, viz.: Bilateral Restructuring; Corporate Debt Restructuring (CDR); Joint Lenders' Forum (JLF); Flexi Restructuring Scheme; Change of Management through a Strategic Debt Restructuring (SDR); Change of Management outside of SDR and Scheme for Sustainable Structuring of Stressed Assets (S4A).

Each of the formal processes of insolvency and bankruptcy and the informal processes of restructuring are widely prevalent in India and, usually, corporate initially resort to the informal modes of restructuring and move towards the formal modes upon failure of restructuring under the former. However, the system is likely to undergo a change because unlike the previous regime, the present legislative mechanism operates in a Creditor Friendly regime as such it will be dependent upon the commercial wisdom of both the debtor and creditor as to which mechanism is to be resorted to address the financial distress situation.

2 Key Issues to Consider When the Company is in Financial Difficulties

2.1 What duties and potential liabilities should the directors/managers have regard to when managing a company in financial difficulties? Is there a specific point at which a company must enter a restructuring or insolvency process?

The directors, managers and all the key managerial personnel of the Corporate Debtor are required to act honestly, without negligence and in the bona fide best interest of the company. Directors are further expected to make proper use of their powers, not to fetter their discretion for any reason whatsoever, and must not place themselves in a position in which their personal interest or duties to other persons may conflict with their duties to the companies, except with the informed consent of the company.

In terms of the Companies Act, 2013, there is no restraint on the directors in continuing to trade, albeit with bona fide intentions, whilst a company is in financial difficulties.

However, in terms of the provisions of the Code, upon admission of the application of the Corporate Debtor by the AA, the management of the affairs of the Corporate Debtor vests with the Interim Resolution Professional (IRP), the powers of the Board of Directors or the partners of the Corporate Debtor, as the case may be, are suspended and the same vest with the IRP and all the officers and managers of the Corporate Debtor are obligated to report to the IRP.

Filing of an application for initiation of the CIRP against a Corporate Debtor, under the code, is not mandatory. Instead it is discretionary and upon the occurrence of a default of an amount of or in excess of Rs. 1.00 Lakh, any Financial Creditor/Operational Creditor or the Corporate Debtor itself may file an application before the AA for initiation of CIRP against the Corporate Debtor.

2.2 Which other stakeholders may influence the company's situation? Are there any restrictions on the action that they can take against the company?

The provisions of the IBC, 2016, empower any creditor of a Corporate Debtor, irrespective of it being a Financial or Operational Creditor or secured or unsecured creditor, to make an application before the Adjudicating Authority to initiate the Corporate Insolvency and Resolution Process against the Corporate Debtor in the event of there being a default by the Corporate Debtor in making payment of their dues for an amount of Rs. 1.00 Lakh or more. Under the provisions of the SARFAESI Act, the secured Financial Creditors may take measures to enforce their security interest without the intervention of the court. Under the provisions of the RDDBFI Act, banks and financial institutions are eligible to make an application before the Debt Recovery Tribunal (DRT) (the concerned Adjudicating Authority) for recovery of their dues from the Corporate Debtor. However, under the provisions of the IBC, 2016, immediately upon admission of the application by the Adjudicating Authority, a moratorium is declared under Section 13 of the Code with regard to matters contained under Section 14 of the Code; i.e. there is a restraint on continuation of any coercive recovery proceedings, including: suits; execution of any judgments, decrees or orders in any court of law, tribunal or other authority; restriction or transfer, encumbrance, alienation or disposal by the Corporate Debtor of any of its assets or any legal right or beneficial interest therein; and a prohibition on any action to foreclose, recover or enforce any security interest created by the Corporate Debtor in respect of its property including any action under the SARFAESI Act.

2.3 In what circumstances are transactions entered into by a company in financial difficulties at risk of challenge? What remedies are available?

Under the IBC 2016, the Resolution Professional appointed by the Adjudicating Authority at the time of admission of the application filed by the Financial Creditor or Operational Creditor or the Corporate Debtor for initiation of the Corporate Insolvency and Resolution Process against the Corporate Debtor is, inter alia, obligated to manage the affairs of the Corporate Debtor and to collect all information relating to the assets, finance and operations of the Corporate Debtor and the financial and operational payments for the previous two years. If during the course of verification of the transaction, it comes to the knowledge of the Resolution Professional or if he is of the opinion that Corporate Debtor has undertaken certain preferential transactions or entered into an undervalued transaction or extortionate credit transaction or any other transaction which may have the effect of defrauding the creditors, during the relevant time (a period of two years in case of transaction with related parties and a period of one year in other cases), the Resolution Professional may approach the Adjudicating Authority with an application seeking appropriate orders, including reversal of such transactions.

'Transactions' as defined in the Code include: transfer of property or an interest thereof of the Corporate Debtor for the benefit of a creditor or a surety or a guarantor for or on account of an antecedent financial debt or operational debt or other liabilities owed by the Corporate Debtor which has the impact of putting such creditor or a surety or a guarantor in a more beneficial position than it would have been in the event of a distribution of assets; gifts to a person; undervalued transactions and extortionate credit transactions.

In addition, once a secured creditor issues a notice under Section 13(2) of the SARFAESI Act, there is a suo moto restraint on transfer of the secured assets by sale, lease or otherwise and any attempt to enter into transactions in respect of the secured assets of the company can be annulled by the appropriate court of law. Any other transaction entered into by a company in financial difficulty to carry out its normal course of business or activities is otherwise not susceptible to any limitation in the absence of any restraining order.

3 Restructuring Options

3.1 Is it possible to implement an informal work-out in your jurisdiction?

The informal mechanism for restructuring is possible under the aegis of the various circulars and guidelines promulgated by the RBI. The distressed entity may enter into Bilateral Restructuring with its lenders or it may resort to Corporate Debt Restructuring (CDR), a voluntary, non-statutory system that allows a financially distressed company with two or more lenders and debts of more than INR. 100 million to restructure its debts with the supermajority consent (value wise) and by 60% consent in numbers, of its CDR member lenders, and the decisions thereof shall be binding on all member lenders. The CDR mechanism is based on debtorcreditor agreements (DCAs) and inter-creditor agreements (ICAs), which provide the legal basis for the whole mechanism. Debtors are required to execute a DCA and abide by the terms therein and the lenders execute an ICA which is a legally binding agreement among them to agree to abide by the policies and systems of the CDR mechanism along with a 'stand still' clause for a period ranging from 90 to 180 days.

In addition to the above, the RBI has also issued guidelines for restructuring of debts through the formation of a Joint Lenders Forum (JLF) and formulation of a Corrective Action Plan (CAP) with the consent of the majority of the JLF members. The RBI has also promulgated the Flexi Restructuring Plan, which enables banks to lend and restructure the infrastructure debt for a longer period of 20–25 years with an option of refinancing the same every five years. Recently, with the objective of 'the shareholders should bear the first loss as compared to lenders', the RBI issued guidelines for effecting 'change of management' by the lenders under the aegis of 'Strategic Debt Restructuring', which enables the lenders to convert the entire or a portion of their debt into equity of the borrower and thereafter transfer the same in favour of 'new promoter' within a specified window and also consider refinancing debt to the 'new promoter'. To tackle the growing challenge of stressed assets emanating from loans given to large corporates turning bad, the RBI brought out the Scheme for Sustainable Structuring of Stressed Assets (S4A), which was an improvisation over its last two tools to help banks limit fresh slippages to non-performing assets from large corporate exposures. Recently, pursuant to the amendments to the Banking Regulation Act, 1949, introduced through the ordinance and notification issued by the Central Government, the RBI has been empowered to issue directions with regard to stressed assets and specify one or more authorities or committees to advise banking companies on the resolution of stressed assets.

3.2 What formal rescue procedures are available in your jurisdiction to restructure the liabilities of distressed companies? Are debt-for-equity swaps and prepackaged sales possible?

The formal procedure for restructuring encompasses, within its ambit, schemes of reconstruction, takeovers, mergers, demergers, transfer of undertakings and restructuring of debts as provided in Section 230–240 of the Companies Act, 2013 by way of which the liabilities of the distressed companies can be restructured. Further, in the event of initiation of a Corporate Insolvency Resolution Process against the Corporate Debtor under IBC 2016, the Resolution Professional shall invite resolution plans from the prospective Resolution Applicants; such plans may also be based on one or more mechanisms as discussed above, subject to the compliance of the conditions as laid down under Section 30(2) of the IBC, 2016.

A company can choose a pre-packaged sale with the consent of the majority of its secured creditors and the manner in which repayments are to be made to them and, accordingly, place a scheme of arrangement as provided under section 230–231 of the Companies Act, 2013, for the approval of the court.

Debt-for-equity swaps can be used as a tool for restructuring as duly recognised/provided for in restructurings undertaken under sections 230–231 of the Companies Act, 2013 as well as the resolution plans that may be submitted by the Resolution Applicants to the Resolution professional for onward consent of the Committee of Creditors and thereafter the approval of the Adjudicating Authority. The same is done to bring the debt to a sustainable level either by waiver of excess debt or conversion into equity, or a combination of both.

Apart from the above, the Asset Reconstruction Companies (ARCs) set up under the statutory provisions of SARFAESI Act, may also acquire the debts of the Corporate Debtor from the lending Banks/ Financial Institutions (FIs) and subsequently restructure the same in post discussions and arrangement with the debtor. The provisions of SARFAESI Act also empower the lenders/ARCs to effect a change in management as a restructuring mechanism.

3.3 What are the criteria for entry into each restructuring procedure?

Under the provisions of the Code, any of the Financial/Operational Creditor or the Corporate Debtor itself may initiate the filing of an application before the Adjudicating Authority for initiation of the Corporate Insolvency and Resolution Process in the event of default by the Corporate Debtor in payment to its Financial or Operational Creditors for a sum of Rs. 1.00 Lakh or more. Unlike the previous legislation, the filing of an application under the provisions of the IBC, 2016 is not mandatory, and instead depends on the discretion of the Financial/Operational Creditors whose debts remain unpaid or the Corporate Debtor.

A scheme of arrangement can be filed under Section 230 of the Companies Act, 2013 by a company, its creditors or shareholders in the event of the said entity facing financial difficulties.

In terms of the provisions of SARFAESI Act, the ARCs may acquire the debts of the Corporate Debtor or the lenders may decide to assign their debt in favour of one or more ARCs post classification/ identification of the borrowers account as a Non Performing Asset (NPA) i.e. in default for payment of due interest/instalment for a period of 90 days.

3.4 Who manages each process? Is there any court involvement?

The Code provides for an Interim Resolution Professional/ Resolution Professional (IRP/RP) who shall, immediately upon admission of the application by the Adjudicating Authority, take charge of the management of affairs of the Corporate Debtor. It is the IRP/RP who takes control and custody of the assets of the Corporate Debtor during the continuation of the CIRP. The IRP/ RP, being an appointed officer on behalf of the creditors, runs the complete process of the CIRP of a Corporate Debtor and in case there is any discrepancy/difficulty being countered by him due to any action/inaction of the Corporate Debtor or any Key personnel of the Corporate Debtor, he may approach the Adjudicating Authority with an application seeking appropriate directions. Hence, there is not much intervention by the court and its role is only to expedite the entire process as the CIRP is based on a resolution plan duly approved by the Committee of Creditors (COC) with super majority vote i.e. by 75% or more of the voting rights.

3.5 How are creditors and/or shareholders able to influence each restructuring process? Are there any restrictions on the action that they can take (including the enforcement of security)? Can they be crammed down?

In case of a scheme of arrangement as per the Companies Act, 2013, the consent of three-quarters of the members and/or creditors (in value) of each class is necessary and the minority creditors who have less than 25% exposure in the dues of the company can be crammed down and directed to fall in line with the majority of creditors.

In case of a restructuring under the IBC, 2016, a resolution plan can only be sanctioned by an Adjudicating Authority if such plan is approved by 75% or more of the COC comprising Financial Creditors of a Corporate Debtor, and it provides for payments to Operational Creditor of at least such amount which they shall receive in the event of a liquidation of the Corporate Debtor. As such, the Financial Creditors are able to influence the restructuring under the IBC, 2016, thereby forcing the minority creditors to accept the settlement terms as consented to by the majority creditors.

However, under the provisions of the IBC, 2016, immediately upon admission of the application by the Adjudicating Authority, a moratorium is declared under Section 13 of the Code with regard to matters contained under Section 14 of the IBC, 2016, i.e. there is a restraint on the continuation of any coercive recovery proceedings including: suits; execution of any judgment, decree or order in any court of law, tribunal or other authority; restriction or transfer, encumbrance, alienation or disposal by the Corporate Debtor of any of its assets or any legal right or beneficial interest therein; and a prohibition on or any action to foreclose, recover or enforce any security interest created by the Corporate Debtor in respect of its property, including any action under the SARFAESI Act.

In an informal mechanism of restructuring, the decisions have to be taken collectively by all the secured lenders of the company in the Joint Lenders Forum (JLF) meeting. As per the recent notification issued by the RBI, dated 05.05.2017, the decisions taken in the JLF meeting shall be based on the consent of secured lenders representing at least 60% of the total debt and at least 50% of the creditors in number, which shall be binding on all other secured creditors of the Corporate Debtor forming part of the JLF.

3.6 What impact does each restructuring procedure have on existing contracts? Are the parties obliged to perform outstanding obligations? Will termination and provisions be upheld?

The initiation of the restructuring process does not result in ipso facto termination of all pending contracts, and the company is free to perform its obligations under the existing contract if the situation so permits. However, if the contractual terms amongst the parties provide for termination of the contract upon commencement of any of the stated procedures, then the contractual obligation may be terminated at the discretion of the other party.

As per the provisions of the Code, the Resolution Professional in the exercise of his powers with regard to management of the operations of the Corporate Debtor as a going concern, has the authority to amend or modify the contracts or transactions which were entered into before the commencement of the CIRP, if he deems it fit in order to protect and preserve the value of the property of the Corporate Debtor and maintain continuity of operations of the Corporate Debtor as a going concern.

The set-off provisions contained in terms of the contract if the same, in the opinion of the Resolution Professional, are not prejudicial to the interest of the Corporate Debtor, shall be upheld.

If the IRP/RP, upon examination, determines that there is a transfer of property or an interest thereof of the Corporate Debtor for the benefit of a creditor or a surety or a guarantor for or on account of an antecedent financial debt or operational debt or other liabilities owed by the Corporate Debtor, and: the transfer has the effect of putting such creditor or a surety or a guarantor in a more beneficial position than it would have been in the event of a distribution of assets; certain transactions were made during the relevant period which were undervalued; and the Corporate Debtor is a party to an extortionate credit transaction involving the receipt of financial or operational debt during the period of two years preceding the insolvency commencement date, then upon an application by the IRP/RP to that effect, the Adjudicating Authority may pass orders for reversal of such transactions entered into by the Corporate Debtor.

3.7 How is each restructuring process funded? Is any protection given to rescue financing?

In case an application for the initiation of the CIRP is made by the Corporate Debtor, the cost of the restructuring process is to be funded by the Corporate Debtor itself either through loans, internal accruals or infusion of funds by promoter/management/strategic investors. In case an application is made by a person other than the Corporate Debtor, then the cost of public announcement shall be borne by the applicant, which may be reimbursed by the COC to the extent that it ratifies the same. Further, all insolvency resolution process costs, as defined under section 5(13) of the IBC, 2016 read with Regulation 31 of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016, which inter alia includes interim finance raised and the expenses incurred for raising such interim finance shall have the first priority in payments under a resolution plan or from the sale proceeds of the liquidation of assets of the Corporate Debtor, in case of liquidation.

To view the full report please click here.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on Mondaq.com.

Click to Login as an existing user or Register so you can print this article.

Authors
Similar Articles
Relevancy Powered by MondaqAI
Fair & Just Legal Solutions LLP
Dhir & Dhir Associates
 
In association with
Related Topics
 
Similar Articles
Relevancy Powered by MondaqAI
Fair & Just Legal Solutions LLP
Dhir & Dhir Associates
Related Articles
 
Related Video
Up-coming Events Search
Tools
Print
Font Size:
Translation
Channels
Mondaq on Twitter
 
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
 
Email Address
Company Name
Password
Confirm Password
Position
Mondaq Topics -- Select your Interests
 Accounting
 Anti-trust
 Commercial
 Compliance
 Consumer
 Criminal
 Employment
 Energy
 Environment
 Family
 Finance
 Government
 Healthcare
 Immigration
 Insolvency
 Insurance
 International
 IP
 Law Performance
 Law Practice
 Litigation
 Media & IT
 Privacy
 Real Estate
 Strategy
 Tax
 Technology
 Transport
 Wealth Mgt
Regions
Africa
Asia
Asia Pacific
Australasia
Canada
Caribbean
Europe
European Union
Latin America
Middle East
U.K.
United States
Worldwide Updates
Registration (you must scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions

Mondaq.com (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of www.mondaq.com

To Use Mondaq.com you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these Terms or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.

Disclaimer

The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.

General

Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions