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Pooling Agreement
1. Parties: Identification of all parties entering into the pooling agreement
2. Background: Context and purpose of the pooling arrangement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules
4. Scope of the Pool: Description of assets, resources, or rights being pooled
5. Contributions to the Pool: Details of what each party must contribute and when
6. Management of the Pool: Governance structure and decision-making processes
7. Allocation of Benefits and Costs: Distribution of profits, losses, and operational costs
8. Representations and Warranties: Parties' assertions about their capacity and authority
9. Compliance: Obligations regarding legal compliance, particularly competition law
10. Term and Termination: Duration of the agreement and termination provisions
11. Confidentiality: Protection of confidential information
12. Liability and Indemnification: Allocation of risks and responsibilities
13. Dispute Resolution: Procedures for resolving disputes
14. General Provisions: Standard boilerplate clauses including governing law, notices, etc.
1. Intellectual Property Rights: Required for technology or patent pooling arrangements
2. Competition Compliance: Detailed section needed for pools that might raise antitrust concerns
3. Tax Provisions: Detailed tax arrangements when significant tax implications exist
4. Transfer of Interests: Rules for transferring pool interests when transferability is permitted
5. Data Protection: Required when personal data processing is involved
6. Insurance: Insurance requirements when pooled assets need specific coverage
7. Environmental Compliance: Required for pooling arrangements involving environmental risks
8. Employment Matters: Needed when pooling arrangement affects employees
1. Pool Assets Schedule: Detailed list and description of all assets in the pool
2. Contribution Schedule: Detailed breakdown of each party's contributions
3. Allocation Schedule: Formula and mechanisms for profit/loss sharing
4. Management Procedures: Detailed procedures for pool management and administration
5. Compliance Protocol: Detailed compliance requirements and procedures
6. Valuation Methodology: Methods for valuing pool assets and contributions
7. Form of Accession Deed: Template for new parties joining the pool
8. Insurance Requirements: Detailed insurance requirements and specifications
Authors
Affiliate
Applicable Law
Business Day
Commencement Date
Confidential Information
Contribution
Control
Danish Competition Act
Defaulting Party
Effective Date
Encumbrance
Exit Event
Fair Market Value
Force Majeure Event
Governance Committee
Initial Term
Intellectual Property Rights
Management Committee
Material Adverse Change
Non-Defaulting Party
Operating Costs
Participating Interest
Party/Parties
Pool
Pool Assets
Pool Manager
Pool Share
Pooled Resources
Profits
Regulatory Approval
Related Party
Relevant Authority
Representatives
Reserved Matters
Security Interest
Services
Termination Date
Territory
Third Party
Transfer
Valuation Date
Working Capital
Contributions
Pool Management
Governance
Decision Making
Profit Sharing
Loss Allocation
Asset Management
Reporting and Accounting
Confidentiality
Non-Competition
Intellectual Property
Representations and Warranties
Liability and Indemnification
Force Majeure
Assignment and Transfer
Accession
Compliance
Competition Law
Data Protection
Tax
Insurance
Term and Duration
Termination
Exit Rights
Default
Dispute Resolution
Governing Law
Notices
Entire Agreement
Severability
Amendments
Costs and Expenses
Third Party Rights
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