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1. Parties: Identification of all parties entering into the pooling agreement
2. Background: Context of the agreement and brief description of parties' business activities
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Pool Formation and Purpose: Establishment of the pool, its objectives, and scope
5. Contributions to the Pool: Details of assets, resources, or rights contributed by each party
6. Management and Administration: Governance structure and decision-making processes for the pool
7. Operation of the Pool: Day-to-day operational procedures and responsibilities
8. Profit Sharing and Distribution: Formula and mechanism for sharing profits and losses
9. Accounting and Records: Requirements for maintaining books, records, and financial statements
10. Representations and Warranties: Parties' statements of fact and assurances
11. Confidentiality: Protection of confidential information and trade secrets
12. Term and Termination: Duration of agreement and circumstances for termination
13. Governing Law and Dispute Resolution: Applicable law and methods for resolving disputes
14. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment
1. Competition Compliance: Specific provisions ensuring compliance with competition laws, required when the pool could raise antitrust concerns
2. Tax Provisions: Specific tax treatment and allocation provisions, needed when tax implications are significant
3. Foreign Exchange Provisions: Required when the pool involves international parties or foreign currency transactions
4. Industry-Specific Regulations: Additional provisions required for specific regulated industries
5. Insurance: Insurance requirements and allocation of insurance responsibilities, needed for high-risk activities
6. Force Majeure: Provisions for handling unforeseen circumstances, particularly relevant in high-risk or long-term arrangements
7. Step-In Rights: Rights of parties to take control in specific circumstances, needed in complex operational arrangements
8. Environmental Compliance: Required when pooled assets or activities have environmental implications
1. Schedule 1 - Pool Assets: Detailed list and description of all assets contributed to the pool
2. Schedule 2 - Contribution Values: Agreed values of contributions from each party
3. Schedule 3 - Profit Sharing Formula: Detailed calculations and mechanisms for profit distribution
4. Schedule 4 - Management Procedures: Detailed procedures for pool management and administration
5. Schedule 5 - Accounting Principles: Specific accounting methods and principles to be applied
6. Schedule 6 - Initial Business Plan: Initial operational and financial plans for the pool
7. Appendix A - Form of Accession Deed: Template for new parties joining the pool
8. Appendix B - Compliance Procedures: Detailed compliance requirements and procedures
Accounting Period
Affiliate
Agreed Value
Annual Budget
Applicable Law
Asset Register
Authorized Representative
Business Day
Business Plan
Capital Account
Commencement Date
Confidential Information
Contributing Party
Contribution
Control
Default Event
Distribution
Effective Date
Encumbrance
Financial Year
Force Majeure Event
Governing Law
Initial Contribution
Insurance Policies
Intellectual Property Rights
Management Committee
Material Adverse Change
Member
Operating Costs
Operating Procedures
Participant
Pool
Pool Assets
Pool Manager
Pool Operator
Pooled Resources
Profit Share
Regulatory Approval
Related Party
Reserved Matters
Security Interest
Services
Share
Stepping-In Party
Tax
Term
Territory
Third Party
Transfer
Valuation Date
Working Capital
Formation of Pool
Contributions
Management and Control
Operations
Financial Provisions
Profit Sharing
Loss Allocation
Asset Management
Representations and Warranties
Confidentiality
Non-Competition
Intellectual Property
Records and Accounting
Audit Rights
Insurance
Indemnification
Force Majeure
Assignment
Accession
Step-In Rights
Regulatory Compliance
Environmental Compliance
Health and Safety
Tax
Foreign Exchange
Dispute Resolution
Governing Law
Termination
Exit Provisions
Notices
Amendment
Severability
Entire Agreement
Further Assurance
Counterparts
Oil and Gas
Mining and Natural Resources
Agriculture
Transportation and Logistics
Manufacturing
Financial Services
Technology
Infrastructure
Real Estate
Energy
Telecommunications
Legal
Finance
Operations
Risk Management
Compliance
Commercial
Business Development
Project Management
Corporate Secretariat
Investment
Asset Management
Joint Venture Management
Chief Executive Officer
Chief Financial Officer
Chief Operating Officer
Legal Counsel
Corporate Secretary
Business Development Manager
Operations Director
Risk Manager
Compliance Officer
Commercial Director
Project Manager
Investment Manager
Asset Manager
Joint Venture Manager
Managing Director
Finance Director
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