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Conditional Agreement
1. Parties: Identification and details of all contracting parties
2. Background: Context of the agreement and general intent of the parties
3. Definitions: Definitions of key terms used throughout the agreement
4. Conditions: Detailed description of all conditions precedent and/or subsequent that must be satisfied
5. Condition Fulfillment Mechanics: Process for satisfying conditions, including notification requirements and evidence of fulfillment
6. Rights and Obligations Upon Satisfaction: Details of what happens when conditions are met, including timing of performance
7. Consequences of Non-Fulfillment: Consequences and parties' rights if conditions are not satisfied within specified timeframes
8. Time Periods and Deadlines: Specific timeframes for condition satisfaction and related obligations
9. Representations and Warranties: Standard representations and warranties from each party
10. Termination: Circumstances under which the agreement can be terminated
11. Notices: Requirements for formal communications between parties
12. Governing Law and Jurisdiction: Confirmation of Danish law as governing law and jurisdiction for disputes
13. General Provisions: Standard boilerplate provisions including entire agreement, amendments, and severability
1. Interim Obligations: Used when parties have specific obligations during the period before conditions are satisfied
2. Cost Allocation: Include when there are significant costs associated with satisfying conditions that need to be allocated between parties
3. Escrow Arrangements: Required when funds or documents need to be held in escrow pending satisfaction of conditions
4. Third Party Rights: Include when conditions involve or affect third party rights or obligations
5. Force Majeure: Optional section addressing events beyond parties' control affecting condition satisfaction
6. Confidentiality: Include when sensitive information will be exchanged in relation to conditions
7. Assignment: Include when transfer of rights under the agreement needs to be restricted or permitted
1. Condition Satisfaction Criteria: Detailed criteria and evidence required to prove satisfaction of each condition
2. Form of Satisfaction Notice: Template notice for confirming satisfaction of conditions
3. Timeline: Detailed timeline showing all relevant dates and deadlines
4. Required Authorizations: List of any required authorizations, permits, or consents
5. Form of Completion Documents: Templates for any documents required upon satisfaction of conditions
6. Contact Details: Detailed contact information for notices and communications
7. Pre-Condition Obligations: Detailed list of any obligations to be performed before conditions are satisfied
Authors
Business Day
Conditions
Conditions Precedent
Conditions Subsequent
Completion
Completion Date
Confidential Information
Effective Date
Force Majeure Event
Long Stop Date
Material Adverse Change
Notice
Parties
Related Parties
Satisfaction Date
Satisfaction Notice
Termination Date
Satisfaction Evidence
Relevant Authority
Working Hours
Permitted Recipients
Representatives
Specified Conditions
Completion Documents
Governing Law
Interim Period
Milestone Date
Performance Obligations
Required Authorizations
Satisfaction Criteria
Target Date
Warranties
Default Event
Condition Failure
Notification Period
Relevant Jurisdiction
Escrow Agent
Escrow Account
Documentation
Good Faith
Indemnified Party
Liability
Material Breach
Regulatory Approval
Third Party Rights
Waiver
Conditions Subsequent
Condition Satisfaction
Notice Requirements
Payment Terms
Representations and Warranties
Confidentiality
Force Majeure
Termination Rights
Good Faith Obligations
Cooperation
Liability
Indemnification
Assignment
Dispute Resolution
Governing Law
Jurisdiction
Time Periods
Completion Mechanics
Default
Remedies
Third Party Rights
Waiver
Severability
Entire Agreement
Amendments
Costs
Escrow Arrangements
Interim Obligations
Performance Requirements
Regulatory Compliance
Documentation Requirements
Communications
Boilerplate Provisions
Further Assurance
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