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1. Parties: Identifies and defines all parties to the agreement with their full legal names and addresses
2. Background: Provides context and explains the purpose of the agreement and why conditions are necessary
3. Definitions and Interpretation: Defines key terms used throughout the agreement and sets out interpretation rules
4. Conditions Precedent: Lists all conditions that must be satisfied before the agreement becomes binding
5. Timing and Satisfaction of Conditions: Specifies timeframes for satisfying conditions and processes for confirmation
6. Obligations of the Parties: Details what each party must do to facilitate satisfaction of the conditions
7. Consequences of Satisfaction/Non-satisfaction: Explains what happens when conditions are met or fail
8. Termination: Sets out circumstances where the agreement can be terminated and the consequences
9. Notices: Specifies how and where formal notices under the agreement must be given
10. General Provisions: Standard boilerplate clauses including governing law, entire agreement, and amendments
1. Warranties and Representations: Include when parties need to make specific promises about their capacity or circumstances
2. Confidentiality: Include when sensitive information will be shared during the conditional period
3. Due Diligence: Include when one party needs to investigate aspects of the subject matter before conditions are satisfied
4. Security Arrangements: Include when temporary or permanent security is required for obligations
5. Interim Operations: Include when governing conduct during the conditional period is necessary
6. Third Party Consents: Include when conditions involve obtaining approvals from external parties
7. Force Majeure: Include when protection against unforeseen events affecting condition satisfaction is needed
8. Dispute Resolution: Include when specific dispute resolution procedures for condition-related disputes are required
1. Schedule 1 - Conditions Precedent Details: Detailed description of each condition and specific requirements for satisfaction
2. Schedule 2 - Timeline: Detailed timeline for satisfaction of conditions and key milestones
3. Schedule 3 - Required Consents: List of all required third-party consents and their status
4. Schedule 4 - Form of Satisfaction Notice: Template notice for confirming satisfaction of conditions
5. Schedule 5 - Due Diligence Requirements: Specific requirements and scope of any due diligence investigations
6. Appendix A - Related Documents: Copies or forms of other documents referenced in or required by the agreement
7. Appendix B - Property Details: If applicable, details of any property or assets subject to the agreement
Real Estate
Commercial Property
Manufacturing
Retail
Professional Services
Technology
Agriculture
Construction
Financial Services
Healthcare
Education
Mining and Resources
Legal
Commercial
Finance
Risk and Compliance
Operations
Business Development
Corporate Affairs
Property
Procurement
Executive Leadership
Legal Counsel
Commercial Manager
Contract Manager
Business Development Manager
Chief Executive Officer
Chief Financial Officer
Property Manager
Risk Manager
Compliance Officer
Operations Manager
Project Manager
Corporate Lawyer
Transaction Manager
General Manager
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