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Composite Agreement
"I need a Composite Agreement under Nigerian law combining a share purchase agreement and a management services agreement for a manufacturing company acquisition, with completion scheduled for March 2025 and including post-completion technical support arrangements."
1. Parties: Identification of all parties to the agreement, including their legal status and registered addresses
2. Background: Context of the agreement, relationship between parties, and purpose of the composite arrangement
3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement and rules of interpretation
4. Structure of the Agreement: Overview of how the different components of the composite agreement interact and their hierarchy
5. Component Transaction 1: Details of the first major transaction component, including specific terms and conditions
6. Component Transaction 2: Details of the second major transaction component, including specific terms and conditions
7. Consideration: Financial terms, payment mechanisms, and consideration for all components
8. Conditions Precedent: Conditions that must be satisfied before the agreement becomes effective
9. Representations and Warranties: Statements of fact and assurances from all parties
10. Covenants: Ongoing obligations and commitments of the parties
11. Term and Termination: Duration of the agreement and circumstances for termination
12. Default and Remedies: Events of default and corresponding remedies
13. Governing Law and Dispute Resolution: Choice of Nigerian law and dispute resolution mechanisms
14. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
15. Execution: Signature blocks and execution formalities
1. Regulatory Compliance: Required when the transaction involves regulated sectors or activities
2. Foreign Exchange Provisions: Needed when the agreement involves foreign currency or cross-border elements
3. Tax Provisions: Detailed tax arrangements when significant tax implications exist
4. Security Arrangements: Required when any component involves security or collateral
5. Step-In Rights: Needed when certain parties require rights to take over obligations in specific circumstances
6. Force Majeure: Detailed force majeure provisions when required by the nature of the transaction
7. Intellectual Property: Required when any component involves IP rights or licenses
8. Confidentiality: Detailed confidentiality provisions when sensitive information is involved
9. Environmental Compliance: Required for transactions involving environmental impacts or obligations
1. Schedule 1 - Transaction Details: Detailed specifications of each component transaction
2. Schedule 2 - Pricing and Payment Terms: Detailed pricing structures and payment mechanisms
3. Schedule 3 - Conditions Precedent: List of all conditions precedent and required documentation
4. Schedule 4 - Form of Notices: Templates for various notices required under the agreement
5. Schedule 5 - Technical Specifications: Technical details and requirements for each component
6. Schedule 6 - Key Personnel: List of key personnel and their roles if applicable
7. Schedule 7 - Required Consents: List of required regulatory and third-party consents
8. Appendix A - Corporate Authorizations: Copies of corporate approvals and authorizations
9. Appendix B - Compliance Certificates: Required compliance and regulatory certificates
Authors
Oil and Gas
Infrastructure
Manufacturing
Financial Services
Telecommunications
Real Estate Development
Mining
Power and Energy
Agriculture
Technology
Healthcare
Transportation
Legal
Corporate Affairs
Finance
Commercial
Risk and Compliance
Business Development
Operations
Project Management
Corporate Secretariat
Regulatory Affairs
Chief Legal Officer
Legal Director
Commercial Director
Chief Financial Officer
Corporate Counsel
Senior Legal Counsel
Project Manager
Contract Manager
Chief Executive Officer
Chief Operating Officer
Risk Manager
Compliance Officer
Corporate Secretary
Business Development Director
Transaction Manager
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