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Termination Of Purchase And Sale Agreement
"I need a Termination of Purchase and Sale Agreement under Hong Kong law for a commercial property transaction that's being cancelled due to failed financing conditions, with a termination effective date of March 15, 2025, including provisions for the return of the deposit held in escrow."
1. Parties: Identification of all parties to the termination agreement, including their full legal names, addresses, and company registration numbers if applicable
2. Background: Recitals describing the original Purchase and Sale Agreement, its date, and key terms, and the circumstances leading to termination
3. Definitions: Definitions of key terms used in the termination agreement, including reference to defined terms from the original agreement that remain relevant
4. Termination: Clear statement of termination of the original agreement and the effective date of termination
5. Mutual Release: Provisions for mutual release of obligations under the original agreement
6. Settlement of Outstanding Matters: Details of how any outstanding payments, deliveries, or obligations will be handled
7. Return of Property: Provisions regarding the return of any property, documents, or materials exchanged under the original agreement
8. Confidentiality: Provisions specifying which confidentiality obligations survive termination
9. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, entire agreement, and counterparts
1. Partial Termination: Include when only specific parts of the original agreement are being terminated while others remain in force
2. Compensation: Include when one party is compensating the other as part of the termination arrangement
3. Transition Arrangements: Include when specific transitional measures are needed post-termination
4. Surviving Provisions: Include when specific provisions of the original agreement need to explicitly survive termination
5. Third Party Rights: Include when there are third party rights under the original agreement that need to be addressed
6. Tax Implications: Include when there are specific tax consequences of the termination that need to be addressed
7. Dispute Resolution: Include when specific dispute resolution mechanisms are needed for termination-related disputes
1. Schedule 1 - Original Agreement: Copy or key details of the original Purchase and Sale Agreement being terminated
2. Schedule 2 - Outstanding Matters: Detailed list of outstanding matters and how they will be resolved
3. Schedule 3 - Settlement Calculations: Detailed calculations of any financial settlements or adjustments
4. Schedule 4 - Return of Property Schedule: Detailed inventory of property, documents, or materials to be returned
5. Appendix A - Form of Release: Template for any formal release documents required
6. Appendix B - Transition Plan: Detailed plan for implementing any transition arrangements
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Business Development Manager
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Property Manager
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