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1. Parties: Identification of all parties to the agreement, including full legal names and relevant details
2. Background: Context of the dispute or circumstances leading to the settlement, including relevant corporate history
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Settlement Terms: Core settlement provisions including payment terms, share transfers, or other agreed actions
5. Releases and Waivers: Mutual releases from claims and waivers of rights related to the settled matters
6. Confidentiality: Obligations regarding confidentiality of the settlement terms and related information
7. Implementation: Practical steps and timeline for implementing the settlement terms
8. Warranties and Representations: Key statements of fact and promises made by each party
9. Tax Matters: Treatment of tax implications and responsibilities
10. Costs: Allocation of legal and other costs related to the dispute and settlement
11. General Provisions: Standard boilerplate clauses including governing law, notices, and entire agreement
1. Third Party Rights: Required when the settlement affects rights of parties not directly involved in the agreement
2. Continuing Obligations: Needed when parties have ongoing responsibilities post-settlement
3. Non-Disparagement: Optional clause preventing parties from making negative statements about each other
4. Future Cooperation: Include when parties need to work together on specific matters after settlement
5. Dispute Resolution: Specific mechanisms for resolving future disputes, if not covered in general provisions
6. Non-Compete and Non-Solicitation: Required when settlement includes restrictions on future business activities
7. Public Announcements: Include for listed companies or when public communications need to be regulated
8. Director Resignation: Required when settlement involves changes to board composition
1. Share Transfer Details: Schedule detailing shares to be transferred, including share certificates and values
2. Payment Schedule: Detailed breakdown of settlement payments and timing
3. Released Claims: Comprehensive list of claims being settled and released
4. Company Information: Relevant corporate details, shareholding structure, and financial information
5. Required Corporate Actions: List of corporate actions needed to implement the settlement
6. Form of Resignation Letters: Template resignation letters for departing directors or officers
7. Form of Public Announcement: Draft announcement if public disclosure is required
8. Deed of Release: Formal deed of release to be executed as part of settlement
Applicable Law
Board
Business Day
Claim
Company
Completion
Completion Date
Confidential Information
Constitution
Costs
Dispute
Effective Date
Encumbrance
Execution Date
Group
Group Company
Implementation Steps
Losses
Material Adverse Change
Officers
Parties
Payment
Related Body Corporate
Released Claims
Released Matters
Relevant Period
Representatives
Settlement Sum
Share Transfer
Shareholders
Shares
Subsidiary
Tax
Third Party Claims
Transfer Documents
Warranties
Definitions
Settlement Terms
Share Transfer
Payment Obligations
Completion
Implementation
Mutual Releases
Confidentiality
Non-Disparagement
Warranties and Representations
Tax Indemnity
Costs
Future Cooperation
Non-Compete
Non-Solicitation
Public Announcements
Continuing Obligations
Third Party Rights
Assignment
Severability
Entire Agreement
Governing Law
Jurisdiction
Dispute Resolution
Force Majeure
Notices
Amendments
Waiver
Further Assurance
Counterparts
Director Resignation
Board Composition
Shareholder Rights
Indemnification
Termination
Financial Services
Professional Services
Technology
Manufacturing
Real Estate
Mining and Resources
Healthcare
Retail
Construction
Agriculture
Family Business
Start-ups and Scale-ups
Private Equity
Legal
Corporate Secretariat
Board of Directors
Executive Management
Finance
Compliance
Corporate Affairs
Investor Relations
Risk Management
Corporate Governance
Chief Executive Officer
Chief Financial Officer
Company Secretary
General Counsel
Legal Counsel
Corporate Lawyer
Board Director
Managing Director
Chairman
Chief Operating Officer
Head of Legal
Head of Corporate Affairs
Compliance Officer
Corporate Governance Manager
Shareholder Relations Manager
Investment Manager
Private Equity Manager
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