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Conditional Sale And Purchase Agreement
"I need a Conditional Sale And Purchase Agreement for the acquisition of manufacturing equipment worth £2.5 million, where completion is conditional on successful testing and certification by March 2025, including specific warranties about the equipment's performance capabilities."
1. Parties: Identification and details of all contracting parties
2. Background: Context and purpose of the agreement
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Core terms of the transaction
5. Purchase Price: Amount and payment terms
6. Conditions Precedent: Conditions that must be satisfied before completion
7. Completion: Process and requirements for closing the transaction
8. Warranties: Standard representations and warranties
9. Governing Law: Applicable law and jurisdiction
1. Due Diligence: Investigation rights for buyer, typically used in complex transactions or high-value assets
2. Break Clause: Right to terminate under specific circumstances, used in long-term or high-risk transactions
3. Anti-corruption: Compliance with anti-bribery laws, relevant for international transactions or regulated industries
4. Force Majeure: Provisions for unforeseen circumstances, important for long-term contracts or where external factors may impact performance
1. Asset Schedule: Detailed list of assets being sold
2. Conditions Precedent Schedule: Detailed list of conditions to be satisfied
3. Warranty Schedule: Detailed warranties given by seller
4. Payment Schedule: Payment terms and installment details if applicable
5. Form of Transfer Documents: Templates for transfer documentation
Authors
Assets
Business Day
Completion
Completion Date
Conditions
Conditions Precedent
Confidential Information
Consideration
Deposit
Effective Date
Encumbrance
Force Majeure Event
Intellectual Property Rights
Long Stop Date
Loss
Material Adverse Change
Parties
Purchase Price
Related Persons
Representatives
Sale Assets
Seller's Warranties
Signing Date
Tax
Third Party
Title Documents
Transaction
Transfer
Working Hours
Applicable Law
Approved Bank
Claims
Default Interest Rate
Disclosure Letter
Due Diligence
Escrow Account
Escrow Agent
Guarantor
Insurance Policies
Liabilities
Permitted Encumbrances
Property
Relevant Authority
Security Interest
Termination Event
Title Matters
VAT
Purchase Price
Payment Terms
Conditions Precedent
Completion
Warranties and Representations
Title and Risk
Transfer of Ownership
Deposit
Due Diligence
Seller Obligations
Buyer Obligations
Adjustments
Further Assurance
Set-off Rights
Confidentiality
Non-Competition
Warranties
Indemnification
Limitation of Liability
Insurance
Notices
Assignment
Variation
Waiver
Entire Agreement
Severability
Force Majeure
Costs
Governing Law
Jurisdiction
Dispute Resolution
Mediation
Arbitration
Termination Rights
Consequences of Termination
Break Clause
Default
Anti-Corruption
Data Protection
Regulatory Compliance
Tax
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