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Preliminary Sale Contract
"I need a Preliminary Sale Contract for the purchase of a commercial property in Zurich, with completion scheduled for March 2025, including conditions for obtaining necessary permits and financing arrangements."
1. Parties: Identification and details of the seller and buyer, including full legal names, addresses, and registration details if applicable
2. Background: Context of the transaction and purpose of the preliminary contract
3. Definitions: Key terms used throughout the agreement
4. Object of Sale: Detailed description of the item or property to be sold in the future definitive agreement
5. Purchase Price: Agreed purchase price and payment terms for the future sale
6. Timeline: Deadline for concluding the final sale contract and any intermediate milestones
7. Conditions Precedent: Conditions that must be fulfilled before the obligation to enter into the final sale contract becomes binding
8. Deposit: Amount, payment terms, and conditions for any deposit or earnest money
9. Representations and Warranties: Basic representations by both parties regarding their capacity to contract and authority
10. Termination: Circumstances under which the preliminary contract may be terminated and consequences
11. Governing Law and Jurisdiction: Confirmation of Swiss law as governing law and jurisdiction for disputes
12. Signatures: Execution blocks for all parties
1. Due Diligence: Terms regarding the buyer's right to conduct due diligence, applicable when the sale involves complex assets or real estate
2. Exclusivity: Seller's commitment not to negotiate with other potential buyers, useful in competitive market situations
3. Confidentiality: Provisions for maintaining confidentiality of negotiations and information, important for sensitive commercial transactions
4. Break Fee: Penalties for failing to proceed with the final sale, relevant in high-value transactions
5. Financing Conditions: Conditions related to the buyer's ability to secure financing, relevant when purchase depends on external funding
6. Assignment: Rights and restrictions regarding transfer of rights under the preliminary contract, important for corporate transactions
7. Force Majeure: Provisions for unforeseen circumstances preventing contract completion, relevant in long-term preliminary contracts
1. Property Description: Detailed technical description of the property or asset, including plans, measurements, and specifications
2. Due Diligence Requirements: List of documents and information to be provided for due diligence
3. Payment Schedule: Detailed breakdown of payment terms and installments
4. Required Authorizations: List of permits, consents, or authorizations needed for the final sale
5. Encumbrances: List of existing encumbrances, easements, or restrictions on the property
6. Form of Final Sale Agreement: Draft or key terms of the final sale agreement to be concluded
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