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
Added to glossary by
Helen Veitch
Dec 28, 2010 08:45
13 yrs ago
Japanese term
取引保証の否定
Japanese to English
Law/Patents
Law: Contract(s)
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!
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!
Proposed translations
(English)
| 5 | No Obligation to Consummate the Proposed Transaction |
JapanLegal
|
| 4 +1 | no warranty of compulsory transaction |
Soonthon LUPKITARO(Ph.D.)
|
| 4 | No obligation to enter into 本検討に係るビジネス |
Jeremy Rosenberg
|
Proposed translations
1 day 11 hrs
JapanLegal
Japan
Japan
Native in Japanese
&
English
Specializes in field
Japan
Expert JP-EN Legal Translation
Native in: English (Variant: US) 
, Japanese (Variant: Standard-Japan)
Works in: Japanese to English, English to Japanese, Japanese, and 1 more.
Related KudoZ points
:
16
Selected
No Obligation to Consummate the Proposed Transaction
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....
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....
4 KudoZ points awarded for this answer.
Comment: "Thank you for such a comprehensive answer!"
+1
12 mins
Soonthon LUPKITARO(Ph.D.)
Thailand
Thailand
Works in field
Thailand
EN-TH-JP: large volume tech/buzz/legal
Native in: Thai
Works in: English to Thai, Japanese to Thai, Thai to English, and 8 more.
Related KudoZ points
:
16
no warranty of compulsory transaction
See: http://en.wikipedia.org/wiki/Warranty; http://forums.lenovo.com/t5/Linux-Discussion/Buying-Thinkpad...
1 hr
Jeremy Rosenberg
United Kingdom
United Kingdom
Native in English
Specializes in field
United Kingdom
Qualified lawyer & Japanese translator
Native in: English
Works in: Japanese to English
No obligation to enter into 本検討に係るビジネス
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.
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Note added at 1 hr (2010-12-28 10:14:40 GMT)
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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".
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Note added at 1 hr (2010-12-28 10:14:40 GMT)
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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".
Note from asker:
| Thank you for your help - this was useful. |
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