Negative Consent
Treating silence as consent; its effectiveness is limited and depends on the contract, applicable law and FCA requirements.

Net Assets
Assets less liabilities; the transaction documents may prescribe a more specific calculation.

Non-Compete Covenant
A restriction on competing with the transferred business.

Non-Dealing Covenant
A restriction on doing business with specified clients or contacts even where they initiated contact.

Non-Disclosure Agreement (NDA)
An agreement protecting confidential information shared during a proposed transaction.

Non-Recurring Revenue
Revenue arising from initial advice, one-off projects or transactions.

Non-Solicitation Covenant
A restriction on soliciting clients, advisers or employees.

Normalised EBITDA
An estimate of maintainable EBITDA after adjusting the business to a normal operating basis.

Novation
Replacement of one contracting party with another, usually requiring all relevant parties’ consent.