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Royalty Purchase Agreement
"I need a Royalty Purchase Agreement governed by Philippine law for the acquisition of mining royalty rights from a local mining company, with quarterly payment terms and specific provisions for environmental compliance and indigenous peoples' rights."
1. Parties: Identifies and provides full legal details of all parties to the agreement
2. Background: Sets out the context of the agreement, including the nature of the royalty rights being sold
3. Definitions: Defines key terms used throughout the agreement
4. Sale and Purchase: Details the specific royalty rights being sold and purchased
5. Purchase Price and Payment Terms: Specifies the purchase price, payment method, and timing
6. Completion: Sets out the completion mechanics and conditions precedent
7. Seller's Representations and Warranties: Warranties regarding ownership, authority to sell, and status of the royalty rights
8. Buyer's Representations and Warranties: Warranties regarding authority to purchase and financial capacity
9. Covenants: Ongoing obligations of both parties
10. Reporting and Audit Rights: Requirements for financial reporting and right to audit underlying royalty calculations
11. Tax Matters: Allocation of tax obligations and responsibilities
12. Confidentiality: Provisions regarding confidential information
13. Term and Termination: Duration of the agreement and termination rights
14. Governing Law and Dispute Resolution: Specifies applicable law and dispute resolution mechanisms
15. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment
1. Security Arrangements: Include when additional security is required for the purchase price payments
2. Anti-corruption Compliance: Include for cross-border transactions or when dealing with government-related entities
3. Foreign Exchange Provisions: Include when payments involve multiple currencies
4. Step-in Rights: Include when buyer requires rights to directly manage underlying assets in certain circumstances
5. Environmental Compliance: Include when royalties relate to natural resource extraction
6. Indigenous Peoples Rights: Include when the underlying assets affect indigenous communities
7. Change of Control: Include when restrictions on change of control are necessary
8. Force Majeure: Include when external events could affect royalty generation
1. Schedule 1 - Details of Royalty Rights: Detailed description of the royalty rights being purchased
2. Schedule 2 - Calculation of Royalties: Formula and methodology for calculating royalty payments
3. Schedule 3 - Underlying Agreements: List and copies of agreements generating the royalty rights
4. Schedule 4 - Form of Transfer Documents: Templates for documents required to effect the transfer
5. Schedule 5 - Due Diligence Reports: Summary of due diligence findings on the royalty rights
6. Schedule 6 - Security Documents: Forms of security documents if applicable
7. Appendix A - Reporting Template: Standard format for periodic royalty reports
8. Appendix B - Completion Checklist: List of documents and actions required for completion
Authors
Agreement
Applicable Law
Business Day
Calculation Period
Completion
Completion Date
Confidential Information
Consideration
Default Event
Effective Date
Encumbrance
Force Majeure Event
Governmental Authority
Gross Revenue
Intellectual Property Rights
Longstop Date
Material Adverse Effect
Net Revenue
Payment Date
Permitted Encumbrance
Purchase Price
Purchaser
Quarterly Report
Related Party
Relevant Period
Royalty
Royalty Interest
Royalty Payment
Royalty Period
Royalty Rate
Seller
Security Interest
Taxes
Term
Territory
Transaction Documents
Transfer
Underlying Agreement
Underlying Asset
Working Day
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Completion
Seller Warranties
Purchaser Warranties
Title and Risk
Security Interest
Calculation of Royalties
Payment Mechanics
Reporting Requirements
Audit Rights
Tax Compliance
Anti-Money Laundering
Foreign Exchange
Representations and Warranties
Indemnification
Assignment
Confidentiality
Data Protection
Force Majeure
Term and Termination
Change of Control
Dispute Resolution
Governing Law
Notices
Entire Agreement
Amendment
Severability
Third Party Rights
Further Assurance
Costs and Expenses
Counterparts
Waiver
Survival
Mining and Natural Resources
Entertainment and Media
Technology and Software
Pharmaceuticals and Healthcare
Manufacturing
Renewable Energy
Agriculture and Forestry
Publishing
Music Industry
Oil and Gas
Biotechnology
Fashion and Luxury Goods
Legal
Finance
Intellectual Property
Commercial
Business Development
Treasury
Tax
Compliance
Risk Management
Corporate Development
Chief Legal Officer
Legal Counsel
Intellectual Property Lawyer
Commercial Director
Chief Financial Officer
Investment Manager
Business Development Director
Royalty Manager
Contract Administrator
Compliance Officer
Tax Director
Treasury Manager
Intellectual Property Director
Mining Rights Manager
Licensing Director
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