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1. Parties: Identification of all parties to the agreement including the joint venture partners and the lending party/parties
2. Background: Context of the joint venture and loan arrangement, including the business purpose and rationale
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Joint Venture Structure: Details of the JV entity structure, ownership percentages, and initial capitalization
5. Loan Amount and Purpose: Specification of the loan amount, purpose, and conditions precedent to drawdown
6. Interest and Repayment Terms: Interest rate, calculation method, repayment schedule, and prepayment provisions
7. Security and Collateral: Details of security arrangements, guarantees, and collateral for the loan
8. Contributions and Funding: Parties' contributions to the JV, including cash, assets, and intellectual property
9. Management and Control: Governance structure, decision-making processes, and management responsibilities
10. Profit Sharing and Distributions: Distribution of profits, losses, and dividend policy
11. Representations and Warranties: Statements of fact and assurances from all parties
12. Covenants: Ongoing obligations and restrictions on parties' activities
13. Events of Default: Circumstances constituting default and consequences
14. Termination: Conditions and procedures for terminating the agreement
15. Dispute Resolution: Procedures for resolving disputes, including jurisdiction and applicable law
16. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment
1. Foreign Exchange Provisions: Required when any party is non-Nigerian or transactions involve foreign currency
2. Intellectual Property Rights: Needed when the JV involves significant IP contributions or development
3. Environmental Compliance: Required for ventures in sectors with environmental impact
4. Employee Matters: Necessary when the JV involves transfer or sharing of employees
5. Technology Transfer: Include when the JV involves significant technology transfer components
6. Non-Competition: Added when parties need restrictions on competing activities
7. Step-In Rights: Include when lenders require rights to take control in specific circumstances
8. Political Risk Insurance: Required for large investments or when involving foreign parties
9. Local Content Requirements: Necessary for sectors with specific Nigerian local content requirements
1. Schedule 1 - Business Plan: Detailed business plan and projections for the joint venture
2. Schedule 2 - Initial Contributions: Itemized list of each party's initial contributions with valuations
3. Schedule 3 - Loan Repayment Schedule: Detailed payment schedule including principal and interest payments
4. Schedule 4 - Security Documents: List and copies of all security documents and collateral arrangements
5. Schedule 5 - Management Structure: Organizational chart and management responsibilities
6. Schedule 6 - Key Performance Indicators: Agreed metrics for measuring JV performance
7. Appendix A - Form of Drawdown Notice: Template for requesting loan disbursements
8. Appendix B - Required Authorizations: List of required permits, licenses, and regulatory approvals
9. Appendix C - Corporate Authorizations: Copies of board/shareholder resolutions and other corporate approvals
Oil and Gas
Manufacturing
Agriculture and Agribusiness
Technology and Telecommunications
Infrastructure Development
Real Estate and Construction
Mining and Natural Resources
Financial Services
Healthcare
Renewable Energy
Transportation and Logistics
Retail and Consumer Goods
Legal
Finance
Corporate Development
Risk Management
Compliance
Treasury
Business Development
Operations
Corporate Secretariat
Investment
Mergers & Acquisitions
Project Management
Commercial
Chief Executive Officer
Chief Financial Officer
Legal Director
Commercial Director
Investment Manager
Project Manager
Corporate Lawyer
Finance Manager
Risk Manager
Business Development Director
Operations Director
Company Secretary
Compliance Officer
Treasury Manager
Partnership Director
Joint Venture Manager
Senior Legal Counsel
Investment Analyst
Corporate Finance Manager
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