The Preliminary Sale Agreement is a crucial document used in Swiss business transactions where parties need to formalize their intention to enter into a final sale agreement while addressing preliminary matters such as due diligence, regulatory approvals, or financing arrangements. This type of agreement is particularly valuable in complex transactions where immediate completion is not feasible or desirable. Governed by Swiss law, particularly the Code of Obligations (Obligationenrecht), it creates legally binding obligations while allowing flexibility for the parties to address conditions precedent and establish clear parameters for the final sale. The document is commonly used in both real estate and corporate transactions, providing a structured framework for the pre-completion phase while protecting both parties' interests through enforceable preliminary commitments.
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1. Parties: Identification and details of the seller and buyer, including full legal names, addresses, and registration details if companies
2. Background: Context of the transaction and purpose of entering into a preliminary agreement before the main sale agreement
3. Definitions: Key terms used throughout the agreement, including 'Property', 'Completion Date', 'Purchase Price', etc.
4. Subject Matter of Sale: Detailed description of the asset(s) to be sold under the future main agreement
5. Purchase Price and Payment Terms: Agreed purchase price, any deposits required, and payment structure
6. Conditions Precedent: Conditions that must be satisfied before parties are obligated to enter into the main sale agreement
7. Timeline: Key dates including deadline for signing the main agreement and completion timeframe
8. Obligations of the Parties: Specific duties of both parties during the preliminary period
9. Representations and Warranties: Basic warranties about capacity to contract and ownership of the subject matter
10. Termination: Circumstances under which the preliminary agreement can be terminated
11. Governing Law and Jurisdiction: Confirmation of Swiss law as governing law and jurisdiction for disputes
1. Due Diligence: Terms regarding the buyer's right to conduct due diligence, used when the sale involves complex assets or business interests
2. Exclusivity: Seller's commitment not to negotiate with other parties, included when buyer requires exclusivity period
3. Break Fee: Provisions for compensation if either party withdraws, used in high-value transactions
4. Confidentiality: Obligations to keep negotiations and information confidential, important for sensitive commercial transactions
5. Force Majeure: Provisions for unforeseen circumstances, particularly relevant for longer preliminary periods
6. Assignment: Rights to assign the agreement to other parties, relevant for corporate transactions
7. Broker/Agent Provisions: Terms regarding intermediaries' roles and commissions, included when brokers are involved
1. Description of Property/Assets: Detailed technical or legal description of the sale subject matter
2. Purchase Price Calculation: Detailed breakdown of the purchase price components and calculations
3. Form of Main Sale Agreement: Draft or key terms of the final sale agreement to be entered into
4. Due Diligence Requirements: List of documents and information to be provided for due diligence
5. Timeline Schedule: Detailed timeline of all key dates and deadlines
6. Required Approvals: List of regulatory or third-party approvals needed before final sale
Relevant legal definitions
Agreement
Asset(s)
Business Day
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Deposit
Due Diligence
Due Diligence Period
Effective Date
Encumbrance
Final Sale Agreement
Force Majeure Event
Intellectual Property Rights
Long Stop Date
Material Adverse Change
Parties
Permitted Encumbrances
Property
Purchase Price
Purchaser
Related Persons
Relevant Authority
Representatives
Seller
Signing Date
Target Company
Target Completion Date
Third Party
Transaction
Transaction Documents
Transfer Date
Warranties
Working Day
Asset(s)
Business Day
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Deposit
Due Diligence
Due Diligence Period
Effective Date
Encumbrance
Final Sale Agreement
Force Majeure Event
Intellectual Property Rights
Long Stop Date
Material Adverse Change
Parties
Permitted Encumbrances
Property
Purchase Price
Purchaser
Related Persons
Relevant Authority
Representatives
Seller
Signing Date
Target Company
Target Completion Date
Third Party
Transaction
Transaction Documents
Transfer Date
Warranties
Working Day
Clauses
Interpretation
Subject Matter of Sale
Purchase Price
Payment Terms
Deposit
Conditions Precedent
Due Diligence
Exclusivity
Confidentiality
Warranties and Representations
Covenants
Timeline and Milestones
Regulatory Compliance
Force Majeure
Break Fee
Termination
Assignment
Notices
Costs and Expenses
Further Assurance
Entire Agreement
Amendments
Severability
No Waiver
Counterparts
Third Party Rights
Governing Law
Jurisdiction
Dispute Resolution
Subject Matter of Sale
Purchase Price
Payment Terms
Deposit
Conditions Precedent
Due Diligence
Exclusivity
Confidentiality
Warranties and Representations
Covenants
Timeline and Milestones
Regulatory Compliance
Force Majeure
Break Fee
Termination
Assignment
Notices
Costs and Expenses
Further Assurance
Entire Agreement
Amendments
Severability
No Waiver
Counterparts
Third Party Rights
Governing Law
Jurisdiction
Dispute Resolution
Relevant Industries
Real Estate
Manufacturing
Technology
Retail
Hospitality
Industrial
Agriculture
Automotive
Energy
Infrastructure
Healthcare
Professional Services
Construction
Mining
Telecommunications
Relevant Teams
Legal
Finance
Corporate Development
Real Estate
Procurement
Compliance
Risk Management
Operations
Business Development
Investment
Asset Management
Property Management
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Corporate Lawyer
Real Estate Manager
Business Development Manager
Property Manager
Procurement Manager
Investment Director
Commercial Director
Transaction Manager
Asset Manager
Operations Director
Company Secretary
Compliance Officer
Risk Manager
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