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Tripartite Assignment Agreement
"I need a Tripartite Assignment Agreement for transferring mining exploration rights from PT Mining Indonesia to PT Resources Global, with consent from the Indonesian government regulator, to be effective from March 1, 2025, including specific provisions for environmental liability transfer and local community agreements."
1. Parties: Identification of all three parties: Assignor, Assignee, and Other Party (typically the party whose consent is required or who has continuing obligations)
2. Background: Context of the original agreement being assigned and the reason for the assignment
3. Definitions: Definitions of key terms used throughout the agreement, including 'Assignment Date', 'Original Agreement', and other relevant terms
4. Assignment: Core provision detailing what rights and obligations are being assigned from Assignor to Assignee
5. Consent: Express consent of the Other Party to the assignment and acknowledgment of the Assignee as the new party
6. Effective Date: Specification of when the assignment takes effect and any conditions precedent
7. Continuing Obligations: Outline of which obligations continue and which terminate for each party
8. Representations and Warranties: Statements of fact and assurances from each party regarding their capacity and authority to enter into the agreement
9. Payment Terms: Details of any payment obligations between the parties related to the assignment
10. Governing Law and Jurisdiction: Specification of Indonesian law as governing law and jurisdiction for disputes
11. Language: Language provisions complying with Law No. 24 of 2009 requiring Indonesian language version
12. Execution: Signature blocks for all three parties
1. Novation Provisions: Include when the arrangement requires not just assignment but novation of certain obligations
2. Security Arrangements: Include when there are existing securities that need to be addressed or new securities to be created
3. Tax Provisions: Include when the assignment has significant tax implications that need to be addressed
4. Regulatory Compliance: Include when the assignment requires specific regulatory approvals or compliance measures
5. Intellectual Property: Include when IP rights are involved in the assignment
6. Confidentiality: Include when there is sensitive information being shared as part of the assignment process
7. Force Majeure: Include when long-term continuing obligations are part of the assignment
8. Step-In Rights: Include when certain parties need rights to step in and take over obligations in specific circumstances
1. Schedule 1 - Original Agreement: Copy or details of the agreement being assigned
2. Schedule 2 - Assigned Rights and Obligations: Detailed list of specific rights and obligations being assigned
3. Schedule 3 - Completion Requirements: List of documents and actions required to complete the assignment
4. Schedule 4 - Payment Details: Specific payment terms, amounts, and bank account details if applicable
5. Schedule 5 - Required Consents: List of any third-party or regulatory consents required
6. Appendix A - Form of Notice: Template for notices to be given to relevant parties regarding the assignment
7. Appendix B - Powers of Attorney: Any required powers of attorney for completing the assignment
Authors
Assigned Rights
Assigned Obligations
Assignment Date
Assignor
Assignee
Consenting Party
Original Agreement
Completion Date
Conditions Precedent
Effective Date
Encumbrance
Event of Default
Governmental Authority
Indonesian Language Version
Legal Requirements
Liabilities
Notice
Original Parties
Permitted Assignment
Representatives
Reserved Rights
Security Interest
Surviving Obligations
Transaction Documents
Working Day
Material Adverse Effect
Completion Requirements
Consent Documents
Related Agreements
Regulatory Approvals
Transition Period
Outstanding Obligations
Payment Date
Dispute
Confidential Information
Force Majeure Event
Intellectual Property Rights
Losses
Third Party Rights
Definitions
Assignment
Consent and Acknowledgment
Conditions Precedent
Completion
Payment Obligations
Representations and Warranties
Continuing Obligations
Release and Discharge
Security
Indemnification
Confidentiality
Notices
Further Assurance
Costs and Expenses
Tax
Force Majeure
Assignment and Transfer
Amendment
Waiver
Severability
Entire Agreement
Counterparts
Language
Governing Law
Dispute Resolution
Third Party Rights
Regulatory Compliance
Anti-Corruption
Termination
Survival
Banking and Financial Services
Real Estate and Property Development
Infrastructure and Construction
Energy and Natural Resources
Manufacturing
Telecommunications
Mining
Oil and Gas
Transportation and Logistics
Healthcare
Technology and Software
Agricultural and Plantation
Legal
Finance
Compliance
Corporate Secretariat
Risk Management
Commercial
Business Development
Operations
Project Management
Contract Administration
Legal Director
General Counsel
Corporate Secretary
Chief Legal Officer
Legal Manager
Contract Manager
Chief Financial Officer
Finance Director
Project Manager
Commercial Director
Business Development Manager
Risk Manager
Compliance Officer
Operations Director
Managing Director
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