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Conditional Purchase Agreement
"I need a Conditional Purchase Agreement for acquiring a manufacturing facility in Penang, Malaysia, with completion subject to obtaining environmental permits and successful due diligence by March 2025."
1. Parties: Identification and details of the seller and purchaser
2. Background: Context of the transaction and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules
4. Subject Matter of Purchase: Clear identification and description of what is being purchased
5. Purchase Price: Amount, payment terms, and any adjustments
6. Conditions Precedent: Specific conditions that must be fulfilled before the purchase becomes binding
7. Completion: Process and requirements for closing the transaction
8. Seller's Warranties: Standard warranties regarding the subject matter of sale
9. Purchaser's Warranties: Standard warranties regarding capacity to purchase and fund the transaction
10. Termination: Circumstances and process for terminating the agreement
11. Governing Law and Jurisdiction: Specification of Malaysian law and jurisdiction
12. General Provisions: Standard boilerplate clauses including notices, entire agreement, and amendments
1. Due Diligence: Used when the purchaser requires a due diligence period before conditions fulfillment
2. Financing Arrangements: Include when purchase is subject to obtaining financing
3. Regulatory Approvals: Required when the purchase needs specific regulatory clearances
4. Post-Completion Obligations: Include when there are continuing obligations after completion
5. Tax Provisions: Detailed tax arrangements when tax implications are significant
6. Intellectual Property: Include when the purchase involves IP rights
7. Confidentiality: Detailed confidentiality provisions for sensitive transactions
8. Force Majeure: Include when extended period between signing and completion requires force majeure protection
1. Schedule 1 - Description of Purchase: Detailed description of the subject matter being purchased
2. Schedule 2 - Conditions Precedent: Detailed list and description of all conditions to be fulfilled
3. Schedule 3 - Completion Requirements: Detailed list of documents and actions required at completion
4. Schedule 4 - Form of Notices: Template notices for key communications under the agreement
5. Schedule 5 - Warranties: Detailed warranties given by the seller
6. Schedule 6 - Payment Terms: Detailed payment mechanisms and schedules
7. Appendix A - Required Approvals: List of required regulatory or third-party approvals
8. Appendix B - Due Diligence Requirements: Scope and process for due diligence if applicable
Authors
Real Estate
Manufacturing
Retail
Technology
Financial Services
Agriculture
Energy
Mining
Healthcare
Education
Construction
Automotive
Telecommunications
Legal
Finance
Commercial
Procurement
Business Development
Risk Management
Compliance
Operations
Corporate Secretariat
Investment
Strategy
Property Management
Chief Executive Officer
Chief Financial Officer
Commercial Director
Legal Counsel
Contract Manager
Business Development Manager
Property Manager
Procurement Manager
Investment Manager
Risk Manager
Compliance Officer
Corporate Secretary
Operations Director
Finance Manager
Project Manager
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