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1. Parties: Identification of all parties to the agreement, including full legal names and addresses
2. Background: Recitals explaining the context of the dispute and relationship between the parties
3. Definitions: Definitions of key terms used throughout the agreement
4. Settlement Terms: Core settlement provisions including payment terms, share transfers, or other remedies
5. Release and Waiver: Mutual releases of claims and waivers of rights related to the dispute
6. Confidentiality: Provisions regarding confidentiality of the settlement terms and dispute
7. Representations and Warranties: Statements of fact and assurances from each party
8. Tax Matters: Allocation of tax responsibilities and implications of the settlement
9. Implementation: Steps and timeline for implementing the settlement terms
10. Governing Law and Jurisdiction: Specification of applicable law and courts having jurisdiction
11. Entire Agreement: Integration clause confirming this document represents the complete agreement
12. Execution: Signature blocks and execution requirements
1. Non-Disparagement: Prohibitions against making negative statements about other parties, included when reputation protection is important
2. Future Cooperation: Requirements for parties to cooperate on specific matters post-settlement, used when ongoing relationship is necessary
3. Board Resignation: Terms regarding resignation from board positions, included when settling disputes involving directors
4. Non-Competition: Restrictions on competitive activities, included when protecting business interests is crucial
5. Shareholder Rights: Ongoing shareholder rights and obligations, included when party remains a shareholder
6. Dispute Resolution: Alternative dispute resolution mechanisms for future disputes, included when parties want to avoid future litigation
7. Insurance and Indemnification: Provisions regarding ongoing insurance coverage and indemnification, included when liability concerns exist
8. Public Announcements: Protocol for public communications about the settlement, included for public companies or high-profile cases
1. Schedule A - Share Transfer Details: Detailed information about shares being transferred, including share certificates and values
2. Schedule B - Payment Schedule: Detailed payment terms, amounts, and timelines
3. Schedule C - Released Claims: Comprehensive list of claims being released through the settlement
4. Schedule D - Resignation Letters: Form of resignation letters for departing directors or officers
5. Schedule E - Press Release: Agreed form of public announcement if applicable
6. Schedule F - Shareholder Rights Agreement: Details of ongoing shareholder rights if applicable
7. Appendix 1 - Corporate Resolution: Corporate resolutions authorizing the settlement
8. Appendix 2 - Share Certificates: Copies of relevant share certificates
Business Day
Claims
Company
Completion Date
Confidential Information
Dispute
Effective Date
Encumbrance
Execution Date
Governmental Authority
Law
Losses
Material Adverse Effect
Parties
Person
Purchase Price
Released Claims
Released Parties
Remaining Shareholders
Representatives
Securities
Settlement Amount
Settlement Payment
Share Transfer
Shares
Settling Parties
Shareholder Rights
Shareholders Agreement
Subsidiary
Tax
Third Party
Transaction Documents
Transfer
Voting Rights
Working Hours
Definitions
Recitals
Settlement Terms
Payment Obligations
Share Transfer
Release and Waiver
Confidentiality
Non-Disparagement
Representations and Warranties
Implementation
Further Assurance
Tax Matters
Costs and Expenses
Assignment
Severability
Amendment and Waiver
Notices
Force Majeure
Governing Law
Jurisdiction
Dispute Resolution
Entire Agreement
Counterparts
Non-Competition
Board Resignation
Shareholder Rights
Public Announcements
Indemnification
Survival
Third Party Rights
Time of Essence
Good Faith
Financial Services
Professional Services
Technology
Manufacturing
Real Estate
Family Business
Private Equity
Venture Capital
Mining
Energy
Healthcare
Retail
Telecommunications
Agriculture
Construction
Legal
Corporate Governance
Board of Directors
Executive Leadership
Finance
Compliance
Corporate Affairs
Investor Relations
Risk Management
Company Secretariat
Chief Executive Officer
Chief Financial Officer
Corporate Secretary
General Counsel
Legal Director
Corporate Lawyer
Board Director
Managing Director
Shareholder Relations Manager
Corporate Governance Officer
Compliance Officer
Finance Director
Investment Manager
Company Director
Business Development Director
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