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Combination Agreement
"Need a Combination Agreement for the merger of our tech company (annual revenue £50M) with a software development firm in Manchester, with specific focus on IP transfer and employee retention provisions, targeting completion by March 2025."
1. Parties: Identification and details of combining entities
2. Background: Context and purpose of the combination
3. Definitions: Key terms used throughout the agreement
4. Structure of the Combination: Details of how the combination will be implemented
5. Consideration: Details of payment or share exchange
6. Conditions Precedent: Conditions that must be satisfied before completion
7. Completion Mechanics: Process and requirements for completion
8. Warranties and Representations: Statements of fact about the businesses
9. Governing Law and Jurisdiction: Legal framework governing the agreement
1. Break Fee: Provisions for compensation if the deal fails to complete under certain circumstances
2. Non-compete Provisions: Restrictions on future competition between the parties post-combination
3. Tax Covenant: Specific protections relating to tax matters and allocation of tax risks
1. Properties Schedule: Comprehensive list of real estate assets owned or leased by the parties
2. Intellectual Property Schedule: Detailed inventory of IP rights including patents, trademarks, and copyrights
3. Material Contracts Schedule: List of key business agreements and commercial contracts
4. Employee Information Schedule: Details of transferring employees including terms and conditions
5. Completion Obligations: Detailed steps and requirements for completion of the combination
6. Warranties Schedule: Comprehensive list of warranties given by each party
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