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Royalty Purchase Agreement
"I need a Royalty Purchase Agreement for the sale of music royalty rights from an Irish record label to an investment fund, with quarterly payments and audit rights, to be completed by March 2025."
1. Parties: Identification of the seller and purchaser of the royalty rights
2. Background: Context of the agreement and overview of the royalty rights being sold
3. Definitions and Interpretation: Defined terms and rules of interpretation for the agreement
4. Sale and Purchase: Core terms of the sale of royalty rights, including scope and effective date
5. Purchase Price and Payment: Details of consideration and payment mechanisms
6. Completion: Requirements and process for completing the transfer of royalty rights
7. Seller's Representations and Warranties: Warranties regarding ownership, authority, and status of royalty rights
8. Purchaser's Representations and Warranties: Warranties regarding authority, capacity, and funding
9. Covenants: Ongoing obligations of both parties
10. Security and Registration: Requirements for securing and registering the transfer of rights
11. Tax Matters: Tax obligations, indemnities, and withholding requirements
12. Confidentiality: Obligations regarding confidential information
13. Term and Termination: Duration of agreement and termination rights
14. Dispute Resolution: Process for resolving disputes
15. General Provisions: Standard boilerplate provisions including notices, amendments, and governing law
1. Anti-Money Laundering: Required when dealing with international parties or high-value transactions
2. Currency and Exchange Rate: Needed when royalties are paid in multiple currencies
3. Intellectual Property Protection: Required when the royalties derive from IP rights that need ongoing protection
4. Third Party Consents: Necessary when the transfer requires approval from other parties
5. Regulatory Compliance: Required for regulated industries or when specific regulatory approvals are needed
6. Data Protection: Needed when personal data processing is involved in royalty calculation or payment
7. Competition Law Compliance: Required when the agreement could have competition law implications
8. Step-In Rights: Optional provisions for purchaser to take direct control in certain circumstances
1. Schedule 1 - Royalty Rights Description: Detailed description of the royalty rights being purchased
2. Schedule 2 - Calculation of Royalties: Formula and methodology for calculating royalty payments
3. Schedule 3 - Completion Requirements: List of documents and actions required for completion
4. Schedule 4 - Form of Transfer Notice: Template for formal notice of transfer to relevant parties
5. Schedule 5 - Underlying Agreements: List and copies of agreements generating the royalty rights
6. Schedule 6 - Payment Details: Bank account and payment mechanism details
7. Schedule 7 - Security Documents: Forms of any security documents required
8. Appendix A - Historical Royalty Statements: Past royalty payment records and statements
9. Appendix B - Due Diligence Reports: Summary of due diligence findings on the royalty rights
Authors
Media and Entertainment
Technology
Pharmaceuticals
Mining and Natural Resources
Publishing
Music Industry
Software and Gaming
Biotechnology
Manufacturing
Patents and Licensing
Oil and Gas
Research and Development
Legal
Finance
Treasury
Tax
Business Development
Commercial
Intellectual Property
Corporate Development
Risk Management
Compliance
Accounts Receivable
Investment
Legal Counsel
Commercial Director
Intellectual Property Manager
Chief Financial Officer
Business Development Manager
Licensing Manager
Treasury Manager
Tax Director
Corporate Development Officer
Royalty Administrator
Contract Manager
Investment Manager
Chief Legal Officer
Finance Director
Risk Manager
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