The Conditional Agreement is a sophisticated legal instrument used in the Philippines when parties wish to enter into a binding arrangement subject to the occurrence or fulfillment of specific conditions. This document type is particularly relevant in situations involving complex business transactions, property dealings, or investment arrangements where certain prerequisites must be satisfied before the main obligations come into effect. The agreement is structured in accordance with Philippine Civil Code requirements, specifically Articles 1181-1192, and typically includes detailed provisions about the conditions, timeframes for fulfillment, verification procedures, and consequences of non-fulfillment. Conditional Agreements are commonly used in business combinations, real estate transactions, financing arrangements, and development projects where parties need to establish clear parameters for proceeding with their main obligations.
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1. Parties: Identifies and defines the parties to the agreement with their complete legal names, addresses, and legal status
2. Background: Explains the context and circumstances leading to the agreement, including any relevant history or relationships between the parties
3. Definitions: Defines key terms used throughout the agreement to ensure clarity and prevent ambiguity
4. Conditions Precedent: Clearly states all conditions that must be fulfilled before the main obligations of the agreement become effective
5. Principal Obligations: Details the core obligations of each party that will take effect upon satisfaction of the conditions
6. Timeline and Performance: Specifies the timeframe for fulfilling conditions and subsequent obligations
7. Verification of Conditions: Establishes the process and requirements for verifying that conditions have been met
8. Consequences of Non-Fulfillment: Outlines what happens if conditions are not met within the specified timeframe
9. Representations and Warranties: States the parties' assertions about facts and circumstances relevant to the agreement
10. Termination: Specifies circumstances under which the agreement can be terminated and the consequences
11. Governing Law and Jurisdiction: Explicitly states that Philippine law governs and specifies jurisdiction for dispute resolution
12. Execution: Formal closing section with signature blocks and execution requirements
1. Confidentiality: Include when the agreement involves sharing of sensitive information
2. Force Majeure: Include when external events could impact the fulfillment of conditions
3. Assignment: Include when there's a need to restrict or permit transfer of rights under the agreement
4. Notices: Include when formal communication procedures need to be established
5. Costs and Expenses: Include when there are significant costs associated with fulfilling conditions
6. Insurance: Include when specific insurance requirements are needed for condition fulfillment
7. Step-In Rights: Include when one party needs the right to take over obligations if conditions aren't met
1. Schedule of Conditions: Detailed list and description of all conditions that need to be fulfilled
2. Schedule of Documents: List of all documents required for verification of conditions
3. Schedule of Properties: If the agreement relates to properties, detailed description of all relevant properties
4. Schedule of Deadlines: Detailed timeline for fulfillment of various conditions
5. Schedule of Costs: Breakdown of costs associated with condition fulfillment, if applicable
6. Appendix A - Forms: Standard forms to be used for verification or certification of conditions
7. Appendix B - Technical Requirements: Technical specifications or requirements related to condition fulfillment
Relevant legal definitions
Clauses
Relevant Industries
Real Estate
Construction
Banking and Finance
Manufacturing
Technology
Energy
Infrastructure
Agriculture
Mining
Telecommunications
Retail
Healthcare
Relevant Teams
Legal
Finance
Compliance
Risk Management
Business Development
Operations
Commercial
Project Management
Corporate Affairs
Real Estate
Investment
Relevant Roles
Legal Counsel
Corporate Lawyer
Contract Manager
Business Development Manager
Project Manager
Chief Executive Officer
Chief Financial Officer
Risk Manager
Compliance Officer
Property Manager
Investment Manager
Operations Director
Commercial Director
Real Estate Developer
Finance Director
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