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1. Parties: Identifies all parties to the agreement, including their legal names, addresses, and any relevant registration numbers
2. Background: Outlines the context of the disputes and relationship between the parties
3. Definitions and Interpretation: Defines key terms and establishes interpretation rules for the agreement
4. Settlement Terms: Details the core settlement provisions, including payment amounts, timing, and methods
5. Release and Waiver: Comprehensive release of claims between parties globally
6. Representations and Warranties: Statements of fact and assurances from all parties
7. Confidentiality: Provisions governing confidentiality of the settlement and related information
8. Tax Matters: Addresses tax implications and responsibilities
9. Governing Law and Jurisdiction: Specifies applicable law and courts for dispute resolution
10. Enforcement: Mechanisms for enforcing the agreement across different jurisdictions
11. General Provisions: Standard boilerplate clauses including entire agreement, amendments, etc.
1. Currency and Exchange Rates: Required when settlement involves multiple currencies
2. Regulatory Approvals: Needed when settlement requires regulatory clearance
3. Third Party Rights: Included when settlement affects rights of parties not directly involved
4. Insurance Matters: Required when insurance companies are involved in the settlement
5. Intellectual Property Rights: Needed when settlement involves IP rights
6. Environmental Matters: Required for settlements involving environmental claims or liabilities
7. Employment Matters: Included when settlement involves employment-related disputes
1. Schedule A - Settlement Payments: Detailed breakdown of all settlement payments, including amounts, timelines, and recipients
2. Schedule B - Released Claims: Comprehensive list of all claims being released under the agreement
3. Schedule C - Related Entities: List of all affiliated entities covered by the settlement
4. Schedule D - Required Notices: Forms and requirements for notices under the agreement
5. Schedule E - Execution Requirements: Specific requirements for executing the agreement in different jurisdictions
6. Appendix 1 - Corporate Authorizations: Copies of corporate authorizations and resolutions
7. Appendix 2 - Form of Release: Standard form for additional releases if required
8. Appendix 3 - Compliance Certificates: Forms for certifying compliance with settlement terms
Agreement
Applicable Law
Business Day
Canadian Dollar Equivalent
Claims
Closing
Closing Date
Confidential Information
Dispute
Effective Date
Encumbrance
Exchange Rate
Excluded Claims
Final Order
Governmental Authority
Group Companies
Indemnified Parties
Judgment
Losses
Material Adverse Effect
Notice
Parent Company
Parties
Person
Proceeding
Released Claims
Released Parties
Releasing Parties
Representatives
Resolution Period
Settlement Amount
Settlement Payment
Subsidiary
Tax
Territory
Third Party
Transaction Documents
Working Hours
Related Entities
Regulatory Approval
Intellectual Property Rights
Force Majeure Event
Authorizations
Compliance Laws
Dispute Resolution Procedure
Environmental Laws
Governing Law
Implementation Date
Interest Rate
Liability
Payment Currency
Permitted Encumbrances
Security Interest
Recitals
Definitions
Interpretation
Settlement Terms
Payment Obligations
Release of Claims
Representations and Warranties
Confidentiality
Non-Disclosure
Tax Matters
Currency and Exchange
Regulatory Compliance
Dispute Resolution
Governing Law
Jurisdiction
Force Majeure
Assignment
Third Party Rights
Notices
Severability
Entire Agreement
Amendment
Waiver
Further Assurance
Costs
Counterparts
Electronic Execution
Authority
Binding Effect
Indemnification
Insurance
Intellectual Property
Environmental Matters
Employment Matters
Competition Law Compliance
Anti-Corruption
Data Protection
Cross-Border Enforcement
Time of Essence
Successors and Assigns
Limited Recourse
Non-Admission of Liability
Publicity
Termination
Survival
Financial Services
Manufacturing
Technology
Energy
Healthcare
Mining
Telecommunications
Construction
Real Estate
Insurance
Retail
Pharmaceuticals
Transportation
Professional Services
International Trade
Legal
Compliance
Risk Management
Finance
Executive Leadership
Corporate Affairs
International Operations
Treasury
Tax
Regulatory Affairs
Corporate Communications
Business Development
Internal Audit
Governance
Chief Executive Officer
Chief Legal Officer
General Counsel
Corporate Secretary
Chief Financial Officer
Chief Risk Officer
Chief Compliance Officer
Legal Director
Settlement Administrator
Corporate Lawyer
Dispute Resolution Manager
International Business Manager
Risk Management Director
Compliance Director
Senior Legal Counsel
International Trade Director
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