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Amendment And Reinstatement Agreement
I need an Amendment and Reinstatement Agreement to modify our existing software license agreement with TechCorp Solutions Inc., adding two new subsidiary companies as licensees and updating the payment terms to include a new subscription model, with all changes to take effect from March 1, 2025.
1. Parties: Identification of all parties to the amendment agreement, including original parties and any new parties
2. Background: Recitals explaining the original agreement, reason for amendments, and intention to amend and restate
3. Definitions: Key terms used in the amendment agreement, including reference to original agreement definitions
4. Interpretation: Rules for interpreting the amendment agreement and its relationship to the original agreement
5. Amendment and Restatement: Core section specifying that the original agreement is being amended and restated as set out in the schedules
6. Effective Date: Specification of when the amendments take effect
7. Continuing Effect: Confirmation that unchanged provisions of the original agreement remain in full force and effect
8. Representations and Warranties: Current representations and warranties from all parties regarding authority to enter into the amendment
9. Further Assurances: Commitment to execute additional documents necessary to give effect to the amendments
10. Governing Law: Confirmation of applicable law and jurisdiction
11. Counterparts: Provision for execution in counterparts and electronic execution
12. Execution: Signature blocks for all parties
1. Consent of Third Parties: Required if the original agreement needs third party consent for amendments
2. Additional Parties: Required if new parties are being added to the agreement
3. Release Provisions: Include if any parties are being released from obligations under the original agreement
4. Conditions Precedent: Include if amendments are subject to satisfaction of specific conditions
5. Fees and Expenses: Include if there are costs associated with the amendment that need to be allocated
6. Tax Provisions: Include if amendments have specific tax implications that need to be addressed
7. Regulatory Approvals: Required if amendments need regulatory approval
8. Transition Provisions: Include if implementation of amendments requires transition period or specific steps
1. Schedule A - Amended and Restated Agreement: Clean version of the agreement as amended and restated
2. Schedule B - Blackline: Redlined version showing changes from original agreement
3. Schedule C - Amendment Summary: Summary table of all amendments made to the original agreement
4. Schedule D - Required Consents: List of required third-party consents and their status
5. Schedule E - Amended Exhibits: Any exhibits or attachments that are being amended or added
6. Schedule F - Compliance Certificate: Form of certificate confirming compliance with conditions precedent, if applicable
Authors
Amendment Date
Applicable Law
Business Day
Closing
Consent
Effective Date
Existing Agreement
Further Assurance
Governmental Authority
Implementation Date
Material Adverse Effect
Original Agreement
Original Effective Date
Parties
Prior Amendments
Regulatory Approval
Required Consents
Restated Provisions
Surviving Provisions
Transaction Documents
Amended Schedules
Amendment Conditions
Blackline Version
Clean Version
Consideration
Execution Date
Governing Law
Implementation Schedule
Modified Terms
Original Parties
Permitted Assignment
Related Agreements
Transition Period
Amendment
Restatement
Effectiveness
Representations and Warranties
Authority
Continuing Effect
Further Assurances
Severability
Entire Agreement
Counterparts
Electronic Execution
Governing Law
Jurisdiction
Assignment
Notices
Costs and Expenses
Third Party Rights
Compliance with Law
Force Majeure
Confidentiality
Waiver
Amendments and Modifications
Survival
Regulatory Compliance
Indemnification
Transition Provisions
Ratification
Financial Services
Real Estate
Manufacturing
Technology
Energy
Infrastructure
Healthcare
Telecommunications
Mining
Construction
Professional Services
Transportation
Retail
Agriculture
Legal
Corporate Secretariat
Finance
Compliance
Risk Management
Business Development
Operations
Commercial
Project Management
Treasury
Corporate Development
General Counsel
Legal Director
Contract Manager
Chief Legal Officer
Senior Legal Counsel
Corporate Secretary
Business Development Director
Chief Financial Officer
Risk Manager
Compliance Officer
Senior Contract Administrator
Legal Operations Manager
Commercial Director
Project Manager
Transaction Manager
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