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Release Waiver And Indemnity Agreement
"I need a Release Waiver and Indemnity Agreement for a Hong Kong technology company acquiring a software development firm, where the target company's shareholders will release all claims against the acquiring company and provide indemnification for any pre-closing liabilities, with closing scheduled for March 2025."
1. Parties: Identifies and defines all parties to the agreement, including the Releasor (party giving up rights) and Releasee (party being released from liability)
2. Background: Explains the context and circumstances leading to the agreement, including any relevant relationships or incidents
3. Definitions: Defines key terms used throughout the agreement, including the scope of 'Claims', 'Losses', and other relevant terms
4. Release: Details the specific rights, claims, and causes of action being waived or released by the Releasor
5. Indemnification: Specifies the scope of indemnification, including what types of claims or losses are covered and any limitations
6. Acknowledgments: Contains statements confirming that the Releasor understands the implications of the agreement and has entered into it voluntarily
7. Representations and Warranties: Contains statements about the parties' authority to enter into the agreement and other relevant assurances
8. General Provisions: Standard clauses including governing law, entire agreement, severability, and amendments
9. Execution: Signature blocks and execution requirements
1. Consideration: Required if there is specific consideration being provided in exchange for the release and indemnity
2. Confidentiality: Include when the parties wish to keep the existence or terms of the release and indemnity confidential
3. Future Claims: Include when the release is intended to cover future or unknown claims
4. Insurance: Include when there are specific insurance requirements related to the indemnification obligations
5. Dispute Resolution: Include when parties want to specify particular dispute resolution mechanisms like mediation or arbitration
6. Third Party Rights: Include when the release or indemnity is intended to benefit third parties under the Contracts (Rights of Third Parties) Ordinance
1. Schedule 1 - Specific Claims or Incidents: Detailed list of specific claims, incidents, or circumstances covered by the release and indemnity
2. Schedule 2 - Excluded Claims: List of any claims or rights specifically excluded from the release and indemnity
3. Schedule 3 - Related Parties: List of affiliated parties or individuals who are also covered by the release and indemnity
4. Appendix A - Supporting Documents: Copies of relevant documents referenced in the agreement or related to the underlying incident or relationship
Authors
Affiliate
Business Day
Claims
Effective Date
Excluded Claims
Group
Hong Kong
Indemnified Parties
Indemnifying Party
Losses
Party/Parties
Related Persons
Release
Released Claims
Released Matters
Released Parties
Releasor
Releasee
Representatives
Subject Matter
Term
Territory
Third Party Claims
Transaction Documents
Confidential Information
Dispute
Force Majeure Event
Intellectual Property Rights
Law
Interpretation
Release
Waiver
Indemnification
Consideration
Representations and Warranties
Acknowledgments
Covenants
Confidentiality
Term and Termination
Governing Law
Jurisdiction
Dispute Resolution
Force Majeure
Notices
Assignment
Severability
Entire Agreement
Amendment
Third Party Rights
Further Assurance
Costs and Expenses
Counterparts
Time of Essence
No Waiver
Relationship of Parties
Survival
Financial Services
Insurance
Construction
Manufacturing
Professional Services
Technology
Healthcare
Real Estate
Entertainment
Sports and Recreation
Education
Retail
Hospitality
Transportation
Energy
Legal
Risk Management
Compliance
Human Resources
Corporate Secretarial
Executive Leadership
Operations
Finance
Insurance
Claims Management
Legal Counsel
Risk Manager
Compliance Officer
Human Resources Director
Chief Legal Officer
Contract Manager
Corporate Secretary
Chief Executive Officer
Chief Financial Officer
Operations Manager
Project Manager
Business Development Manager
Settlement Officer
Claims Manager
Insurance Manager
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