10
PLAYBOOK TEMPLATES
Guarantee & Security Agreement
A Guarantee & Security Agreement provides collateral and personal guarantees securing performance or payment obligations. This playbook details drafting considerations for enforcement rights, perfection, and priority of security interests.
Assignment and Transfers
Negotiation strategy
Negotiate for the ability to assign rights to affiliates or institutional investors with minimal consent requirements. Ensure that any consent required is not unreasonably withheld.
Seek to maintain control over assignments by requiring prior written consent, especially for strategic counterparties. Ensure that notice provisions are included for transparency.
Essential elements
1
Consent Requirements
Conditions for assignment approval.
2
Notice Provisions
Notification requirements for assignments.
3
Strategic Counterparties
Control over key party assignments.
Action framework
ACCEPT
Propose edits when consent requirements are too restrictive or lack clarity.
EDIT
Reject clauses that completely prohibit assignments without valid reasons.
ADD
Add language to allow assignments to affiliates with notice and objection rights.
PRO TIP
Always include a timeframe for objections to ensure timely processing of assignment requests.
Real-world examples
FAVORABLE
Preferred Assignment Clause
"The rights and obligations under this agreement may be assigned to any affiliate or institutional investor upon providing notice to the other party, who may object for valid reasons within [X] days."
NEUTRAL
Standard Assignment Clause
"Assignments require prior written consent, which shall not be unreasonably withheld."
UNFAVORABLE
Restrictive Assignment Clause
"No assignments are permitted without the express written consent of the other party."
Alternative scenarios & positions
High-Risk Projects
In high-risk projects, ensure that assignments are subject to stricter consent requirements to mitigate potential risks.
Joint Ventures
For joint ventures, allow more flexibility in assignments to facilitate collaboration and resource sharing.
Public Sector Contracts
In public sector contracts, ensure compliance with regulatory requirements for assignments, including necessary approvals.
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WEEK 2
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WEEK 3
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WEEK 4
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