The Preliminary Purchase Agreement is commonly used in Singapore when parties wish to formalize their initial commitment to a purchase transaction while maintaining flexibility to complete due diligence and negotiate final terms. This document typically precedes the final purchase agreement and includes essential elements such as purchase price, payment terms, conditions precedent, and timeline for completion. It provides a structured framework under Singapore law for complex transactions where immediate execution of a final agreement is not practical or desirable. The document serves to protect both parties' interests during the pre-completion phase while ensuring compliance with Singapore's commercial law requirements.
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1. Parties: Identification and details of the contracting parties
2. Background: Context and purpose of the preliminary purchase agreement
3. Definitions: Key terms used throughout the agreement
4. Subject Matter: Description of goods/property to be purchased
5. Purchase Price: Amount and payment terms
6. Conditions Precedent: Conditions that must be met before proceeding to final purchase
7. Timeline: Key dates and deadlines
8. Governing Law: Specification of Singapore law as governing law
1. Due Diligence: Terms for conducting due diligence - include for complex transactions or business purchases
2. Exclusivity: Terms preventing seller from negotiating with other parties - include when buyer requires exclusive negotiation rights
3. Confidentiality: Terms protecting confidential information - include when sensitive information will be exchanged
4. Break Fee: Compensation if deal doesn't proceed - include for high-value transactions
1. Asset Schedule: Detailed list of assets included in the purchase
2. Payment Schedule: Breakdown of payment terms and installments
3. Due Diligence Checklist: List of required documents and verifications
4. Form of Final Purchase Agreement: Draft or key terms of the final agreement
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