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Amended And Restated Agreement
"I need an Amended and Restated Agreement under Nigerian law to update our existing manufacturing joint venture agreement from 2020, incorporating new profit-sharing terms and adding provisions for technology licensing that will take effect from March 2025."
1. Parties: Identification of all parties to the agreement, including their full legal names, registration details, and addresses
2. Background: Recitals explaining the original agreement, the reason for amendment and restatement, and the parties' intention to amend and restate the original agreement
3. Definitions and Interpretation: Definitions of terms used in the agreement, including both original and new definitions, and rules of interpretation
4. Amendment and Restatement: Clear statement that this agreement amends and restates the original agreement in its entirety
5. Substantive Provisions: The main commercial terms and obligations of the parties, incorporating all amendments
6. Representations and Warranties: Updated statements of fact and assurances made by each party
7. Term and Termination: Duration of the agreement and circumstances under which it may be terminated
8. Force Majeure: Events beyond parties' control that excuse performance
9. Governing Law and Jurisdiction: Confirmation of Nigerian law as governing law and jurisdiction for disputes
10. Boilerplate Provisions: Standard contractual provisions including notices, entire agreement, severability, and counterparts
1. Conditions Precedent: Include if there are conditions that must be satisfied before the amended agreement becomes effective
2. Security Provisions: Include if the agreement involves any form of security or guarantees
3. Regulatory Compliance: Include if the agreement is subject to specific regulatory requirements
4. Transition Provisions: Include if specific arrangements are needed to transition from the original to the amended agreement
5. Step-In Rights: Include if any party has the right to step in and take control under certain circumstances
6. Change of Control: Include if restrictions on change of control are relevant to the agreement
1. Original Agreement: Copy of the original agreement being amended and restated
2. Comparison Schedule: Blackline showing changes between original and amended agreement
3. Corporate Authorizations: Copies of board resolutions and other corporate approvals
4. Assets Schedule: If applicable, updated list of assets covered by the agreement
5. Fees and Payments: Updated payment terms, fees, and financial arrangements
6. Form of Notices: Template forms for various notices required under the agreement
7. Required Consents: List of third-party and regulatory consents required
Authors
Agreement
Amended Effective Date
Applicable Law
Business Day
Change of Control
Commencement Date
Confidential Information
Consent
Control
Default
Effective Date
Encumbrance
Event of Default
Force Majeure Event
Governmental Authority
Initial Agreement
Intellectual Property Rights
Law
Liabilities
Licensed Property
Material Adverse Effect
Naira
Original Agreement
Original Effective Date
Parties
Person
Prior Amendments
Representatives
Security Interest
Stamp Duties
Subsidiary
Tax
Term
Territory
Third Party
Transaction Documents
Working Hours
Interpretation
Definitions
Conditions Precedent
Representations and Warranties
Covenants
Payment Terms
Security
Confidentiality
Intellectual Property
Data Protection
Force Majeure
Term and Termination
Default
Remedies
Indemnification
Assignment
Change of Control
Notices
Dispute Resolution
Governing Law
Jurisdiction
Entire Agreement
Severability
Waiver
Counterparts
Costs and Expenses
Further Assurance
Compliance with Laws
Anti-corruption
Stamp Duty
Registration Requirements
Third Party Rights
Amendments
Survival
Banking and Finance
Oil and Gas
Manufacturing
Real Estate
Telecommunications
Infrastructure
Mining
Agriculture
Technology
Healthcare
Energy
Construction
Transportation
Retail
Professional Services
Legal
Compliance
Finance
Operations
Commercial
Risk Management
Corporate Secretariat
Business Development
Strategy
Executive Leadership
Legal Counsel
Contract Manager
Chief Legal Officer
Business Development Manager
Chief Executive Officer
Chief Financial Officer
Commercial Director
Compliance Officer
Risk Manager
Corporate Secretary
Operations Director
Project Manager
General Manager
Managing Director
Finance Manager
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