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取引保証の否定

English translation: No Obligation to Consummate/Enter into the Proposed Transaction

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GLOSSARY ENTRY (DERIVED FROM QUESTION BELOW)
Japanese term or phrase:取引保証の否定
English translation:No Obligation to Consummate/Enter into the Proposed Transaction
Entered by: Helen Veitch
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08:45 Dec 28, 2010
Japanese to English translations [PRO]
Law/Patents - Law: Contract(s)
Japanese term or phrase: 取引保証の否定
This is the title of a clause in a non-disclosure agreement.

The full clause is as follows:
第7条(取引保証の否定)
本契約は、本検討に係るビジネスについて、甲および乙を拘束するものではない。

Thank you!
Helen Veitch
United Kingdom
Local time: 13:45
No Obligation to Consummate the Proposed Transaction
Explanation:
My response will work if this NDA was signed in connection with a proposed M&A transaction, especially if this proposed transaction is defined as "Proposed Transaction" in the defined terms section of the agreement. "Contemplated" could replace "Proposed," depending on the language that you use throughout the agreement.

You can also say "Complete" or "Enter into" rather than "Consummate." Because the prohibition in the clause refers specifically to "本検討に係るブジネス," it seems most appropriate to similarly limit the heading, rather than literally translating the title (No Obligation to Complete (a) Transaction).

See Clause 7:
http://www.google.com/url?sa=t&source=web&cd=6&ved=0CDEQFjAF...

http://www.docstoc.com/docs/1475912/NDA

A note about "warranty" as a legal term:
"Warranty" has a particular meaning in the legal context, and it would thus be inappropriate to use this term in the context you have provided. A warranty is an indication that certain statements are true, and it is generally used in the "representations and warranties" section of a legal agreement. A company will make certain representations about the state of its finances, for instance, and define the limits of the warranties that will attach to those representations. In other words, it will provide information and then promise that this information is accurate, creating potential liability for mistakes and misrepresentations. None of this has anything to do with the limited rights and obligations generated by an NDA, which is why I would strongly urge you to avoid using the term "warranty" to translate the phrase that you provided.

For your reference:
The OED defines "warranty" as "An undertaking, express or implied, given by one of the parties to a contract to the other, that he will be answerable for the truth of some statement incidental to the contract; esp. an assurance, express or implied, given by the seller of goods, that he will be answerable for their possession of some quality attributed to them."

More about representations and warranties:
http://www.allbusiness.com/legal/contracts-agreements/787-1....
Selected response from:

japanlegal
Local time: 08:45
Grading comment
Thank you for such a comprehensive answer!
4 KudoZ points were awarded for this answer

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Summary of answers provided
4 +1no warranty of compulsory transaction
Soonthon LUPKITARO(Ph.D.)
5No Obligation to Consummate the Proposed Transactionjapanlegal
4No obligation to enter into 本検討に係るビジネス
Jeremy Rosenberg


  

Answers


12 mins   confidence: Answerer confidence 4/5Answerer confidence 4/5 peer agreement (net): +1
no warranty of compulsory transaction


Explanation:
See: http://en.wikipedia.org/wiki/Warranty; http://forums.lenovo.com/t5/Linux-Discussion/Buying-Thinkpad...

Soonthon LUPKITARO(Ph.D.)
Thailand
Local time: 20:45
Works in field
Native speaker of: Native in ThaiThai
PRO pts in category: 16

Peer comments on this answer (and responses from the answerer)
agree  Ilze Paegle-Mkrtchyan
5 hrs
Login to enter a peer comment (or grade)

1 hr   confidence: Answerer confidence 4/5Answerer confidence 4/5
No obligation to enter into 本検討に係るビジネス


Explanation:
With nda's it is generally assumed there is no implied obligation to enter into an agreement when due diligence is being carried out, but here the lawyers seem to have inserted a clause to make it expressly clear.

--------------------------------------------------
Note added at 1 hr (2010-12-28 10:14:40 GMT)
--------------------------------------------------

just thought I'd add that the contract headings (like this one) are not in themselves binding, but are used to help people find their way around the contract - like a signpost. So perhaps translate it as something like "No Guarantee of Transaction".

Jeremy Rosenberg
United Kingdom
Local time: 13:45
Specializes in field
Native speaker of: English
Notes to answerer
Asker: Thank you for your help - this was useful.

Login to enter a peer comment (or grade)

1 day 11 hrs   confidence: Answerer confidence 5/5
No Obligation to Consummate the Proposed Transaction


Explanation:
My response will work if this NDA was signed in connection with a proposed M&A transaction, especially if this proposed transaction is defined as "Proposed Transaction" in the defined terms section of the agreement. "Contemplated" could replace "Proposed," depending on the language that you use throughout the agreement.

You can also say "Complete" or "Enter into" rather than "Consummate." Because the prohibition in the clause refers specifically to "本検討に係るブジネス," it seems most appropriate to similarly limit the heading, rather than literally translating the title (No Obligation to Complete (a) Transaction).

See Clause 7:
http://www.google.com/url?sa=t&source=web&cd=6&ved=0CDEQFjAF...

http://www.docstoc.com/docs/1475912/NDA

A note about "warranty" as a legal term:
"Warranty" has a particular meaning in the legal context, and it would thus be inappropriate to use this term in the context you have provided. A warranty is an indication that certain statements are true, and it is generally used in the "representations and warranties" section of a legal agreement. A company will make certain representations about the state of its finances, for instance, and define the limits of the warranties that will attach to those representations. In other words, it will provide information and then promise that this information is accurate, creating potential liability for mistakes and misrepresentations. None of this has anything to do with the limited rights and obligations generated by an NDA, which is why I would strongly urge you to avoid using the term "warranty" to translate the phrase that you provided.

For your reference:
The OED defines "warranty" as "An undertaking, express or implied, given by one of the parties to a contract to the other, that he will be answerable for the truth of some statement incidental to the contract; esp. an assurance, express or implied, given by the seller of goods, that he will be answerable for their possession of some quality attributed to them."

More about representations and warranties:
http://www.allbusiness.com/legal/contracts-agreements/787-1....

japanlegal
Local time: 08:45
Specializes in field
Native speaker of: Native in EnglishEnglish
PRO pts in category: 16
Grading comment
Thank you for such a comprehensive answer!
Login to enter a peer comment (or grade)




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