First Option To Purchase Agreement Template for Germany

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Key Requirements PROMPT example:

First Option To Purchase Agreement

"I need a First Option to Purchase Agreement under German law for a commercial property in Munich, with a 12-month option period starting March 2025, including specific provisions for environmental due diligence and phased payment structure."

Document background
The First Option to Purchase Agreement is a crucial document in German business and property transactions, providing a structured framework for securing future purchase rights. This agreement is commonly used when parties wish to establish a binding right to purchase an asset or property without immediately committing to the full purchase transaction. The document must comply with German legal requirements, including specific provisions of the German Civil Code (BGB) regarding contract formation, property rights, and formal requirements. It is particularly valuable in scenarios where buyers need time for due diligence, financing arrangements, or regulatory approvals before committing to a purchase. The agreement typically includes detailed terms about the option period, exercise mechanics, pricing mechanisms, and conditions precedent, ensuring clarity and certainty for all parties involved.
Suggested Sections

1. Parties: Identification and details of the option grantor and option holder

2. Background: Context of the agreement and relationship between the parties

3. Definitions: Key terms used throughout the agreement

4. Grant of Option: Core terms of the option right, including the specific asset or property subject to the option

5. Option Period: Duration of the option and any extension possibilities

6. Exercise of Option: Process and formalities for exercising the option

7. Purchase Price: Agreed purchase price or mechanism for determining the price

8. Payment Terms: Terms and conditions for payment, including any deposits or installments

9. Conditions Precedent: Conditions that must be satisfied before the option can be exercised

10. Representations and Warranties: Statements of fact and assurances by both parties

11. Covenants: Ongoing obligations of the parties during the option period

12. Assignment: Rights and restrictions regarding transfer of the option rights

13. Termination: Circumstances under which the agreement can be terminated

14. Notices: Communication requirements and contact details

15. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction

16. Execution: Signature blocks and execution requirements

Optional Sections

1. Due Diligence: Terms regarding the option holder's right to conduct due diligence, used when the subject matter requires significant investigation

2. Exclusivity: Provisions preventing the grantor from offering the asset to third parties, included when exclusive rights are negotiated

3. Financing Conditions: Terms related to the option holder's financing arrangements, included when purchase is contingent on financing

4. Tax Provisions: Specific tax-related terms and allocations, included when there are significant tax implications

5. Property Management: Terms regarding management of property during the option period, included for real estate options

6. Intellectual Property Rights: Special provisions for IP-related matters, included when the option involves intellectual property

7. Competition Law Compliance: Specific provisions ensuring compliance with competition laws, included when parties are competitors or transaction size requires it

Suggested Schedules

1. Schedule 1 - Property Description: Detailed description of the property or asset subject to the option

2. Schedule 2 - Purchase Price Calculation: Detailed methodology for calculating the purchase price, if applicable

3. Schedule 3 - Form of Option Exercise Notice: Template notice for exercising the option

4. Schedule 4 - Due Diligence Requirements: List of required due diligence items and processes

5. Schedule 5 - Permitted Encumbrances: List of accepted encumbrances or limitations on the property/asset

6. Appendix A - Required Regulatory Approvals: List of necessary regulatory approvals and requirements

7. Appendix B - Current Title Documentation: Copies of relevant title documents or certificates

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
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Chief Executive Officer

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Real Estate Director

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Legal Counsel

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Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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