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1. Parties: Details of the joint venture partners entering into the termination agreement
2. Background: Brief history of the joint venture, reference to original JV agreement, and reasons for termination
3. Definitions: Definitions of key terms used throughout the agreement
4. Termination of Joint Venture: Core provision declaring the termination of the joint venture and effective date
5. Division of Assets and Liabilities: Details of how the JV's assets and liabilities will be distributed between parties
6. Settlement of Accounts: Financial settlements, including capital accounts, loans, and outstanding payments
7. Mutual Release and Discharge: Mutual release from obligations under the original JV agreement
8. Confidentiality: Ongoing obligations regarding confidential information
9. Non-Compete and Non-Solicitation: Restrictions on competitive activities and employee solicitation post-termination
10. Representations and Warranties: Statements of fact by both parties regarding their authority and the JV's status
11. Dispute Resolution: Mechanisms for resolving any disputes arising from the termination
12. Governing Law: Specification of applicable law and jurisdiction
13. Miscellaneous: Standard boilerplate provisions including notices, entire agreement, and amendments
1. Intellectual Property Rights: Distribution of IP rights when the JV involved significant IP assets
2. Employee Transfers: Arrangements for employees when staff need to be redistributed between parties
3. Tax Matters: Specific tax arrangements and obligations when complex tax implications exist
4. Foreign Exchange Provisions: Special provisions for international JVs involving currency considerations
5. Transition Services: Temporary service arrangements between parties during separation period
6. Environmental Matters: Special provisions for environmental liabilities and obligations in case of industrial JVs
7. Government Approvals: Process for obtaining necessary regulatory approvals for termination
8. Brand and Marketing: Arrangements for brand usage and marketing materials post-termination
1. Schedule 1 - Asset Distribution: Detailed list of all assets and their agreed distribution
2. Schedule 2 - Liability Allocation: Comprehensive list of liabilities and their allocation between parties
3. Schedule 3 - Settlement Amounts: Details of all financial settlements and payments
4. Schedule 4 - Intellectual Property Rights: List of IP assets and their allocation
5. Schedule 5 - Employee Transfer List: Details of employees and their new assignments
6. Schedule 6 - Ongoing Contracts: List of contracts and their treatment post-termination
7. Schedule 7 - Transition Services: Details of any transition services arrangements
8. Appendix A - Board Resolutions: Copies of board resolutions approving the termination
9. Appendix B - Required Governmental Approvals: List of required regulatory approvals and their status
Effective Date
Original Joint Venture Agreement
Joint Venture Company
Parties
JV Assets
JV Liabilities
Completion Date
Business Day
Confidential Information
Intellectual Property Rights
Distribution Date
Encumbrance
Governmental Authority
Indian GAAP
Material Adverse Effect
Transition Period
Settlement Amount
Representatives
Affiliate
Board
Claims
Completion
Conditions Precedent
Consideration
Defaulting Party
Dispute
Force Majeure Event
Indemnified Party
Indemnifying Party
Law
Losses
Non-Compete Period
Permits
RBI
SEBI
Shareholders
Termination Assets
Termination Date
Termination Liabilities
Transfer
Working Capital
Asset Distribution
Liability Allocation
Financial Settlement
Mutual Release
Confidentiality
Non-Compete
Non-Solicitation
Intellectual Property
Employee Matters
Tax Matters
Representations and Warranties
Indemnification
Dispute Resolution
Governing Law
Force Majeure
Assignment
Notices
Entire Agreement
Amendment
Severability
Waiver
Further Assurance
Costs
Transition Services
Regulatory Compliance
Third Party Rights
Survival
Environmental Matters
Insurance
Bank Accounts
Business Records
Brand Usage
Continuing Obligations
Manufacturing
Technology
Real Estate
Infrastructure
Automotive
Pharmaceutical
Telecommunications
Energy
Financial Services
Retail
Construction
Mining
Agriculture
Healthcare
Education
Legal
Finance
Corporate Affairs
Strategy
Operations
Risk Management
Compliance
Business Development
Human Resources
Corporate Secretarial
Tax
Treasury
Chief Executive Officer
Managing Director
Chief Financial Officer
General Counsel
Legal Director
Corporate Secretary
Business Development Director
Chief Operating Officer
Joint Venture Manager
Partnership Director
Head of Strategy
Commercial Director
Risk Manager
Compliance Officer
Finance Director
Operations Director
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