The Contingent Purchase Agreement is a crucial commercial document used in situations where parties wish to agree to a purchase transaction that is subject to certain conditions being fulfilled before completion. This type of agreement is particularly valuable in complex commercial transactions where due diligence, regulatory approvals, or specific performance criteria must be met before the purchase can proceed. Under Irish law, this agreement must comply with various legislative requirements including the Sale of Goods Act 1893 and the Sale of Goods and Supply of Services Act 1980. The document typically includes detailed provisions about the conditions precedent, timeframes for satisfaction of conditions, consequences of non-fulfillment, and the mechanics of completion once all conditions are met. It provides a clear framework for managing contingent purchases while protecting the interests of all parties involved.
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1. Parties: Identification and details of all parties to the agreement
2. Background: Context of the agreement and general commercial intent
3. Definitions: Definitions of key terms used throughout the agreement
4. Subject Matter of Purchase: Detailed description of the assets or items to be purchased
5. Contingent Conditions: Clear specification of all conditions that must be met for the purchase to proceed
6. Purchase Price and Payment Terms: Details of the purchase price, payment structure, and timing
7. Timing and Completion: Timeframes for meeting conditions and completing the purchase
8. Representations and Warranties: Standard representations and warranties from both parties
9. Due Diligence: Process and requirements for any due diligence investigations
10. Termination: Circumstances under which the agreement can be terminated
11. Consequences of Non-Fulfillment: What happens if contingent conditions are not met
12. Notices: How and where formal notices under the agreement must be given
13. Governing Law and Jurisdiction: Confirmation of Irish law and jurisdiction
14. Execution: Signature blocks and execution formalities
1. Break Fee: Terms of any break fee payable if the transaction doesn't proceed - used in larger transactions
2. Escrow Arrangements: Details of any escrow account or third-party holding arrangements - used when partial payments are made before conditions are met
3. Third Party Rights: Rights of any third parties under the agreement - used when third party interests need protection
4. Confidentiality: Confidentiality obligations - used for sensitive commercial transactions
5. Force Majeure: Provisions for unforeseen circumstances - used in longer-term or complex transactions
6. Assignment: Rights to assign the agreement - used when assignment rights are important to parties
7. Step-In Rights: Rights for parties to step in and fulfill obligations - used in complex commercial arrangements
8. Tax Provisions: Specific tax treatment and obligations - used when tax implications are significant
1. Asset Schedule: Detailed description and specification of the assets being purchased
2. Conditions Precedent: Detailed list and description of all conditions that must be met
3. Form of Completion Certificate: Template certificate confirming conditions have been met
4. Due Diligence Requirements: Specific due diligence items and requirements
5. Payment Schedule: Detailed breakdown of payment terms and timing
6. Form of Notices: Template notices for key communications under the agreement
7. Warranties: Detailed warranties given by each party
8. Completion Obligations: Detailed list of what each party must do at completion
Relevant legal definitions
Agreement
Assets
Business Day
Completion
Completion Date
Completion Certificate
Conditions Precedent
Confidential Information
Consideration
Cut-off Date
Default Interest Rate
Due Diligence Period
Effective Date
Encumbrance
Escrow Account
Escrow Agent
Event of Default
Force Majeure Event
Group
Independent Expert
Long Stop Date
Material Adverse Change
Notice
Parties
Permitted Encumbrance
Purchase Price
Related Parties
Relevant Authority
Representatives
Security Interest
Signing Date
Subsidiary
Tax
Transaction Documents
Warranties
Working Hours
Assets
Business Day
Completion
Completion Date
Completion Certificate
Conditions Precedent
Confidential Information
Consideration
Cut-off Date
Default Interest Rate
Due Diligence Period
Effective Date
Encumbrance
Escrow Account
Escrow Agent
Event of Default
Force Majeure Event
Group
Independent Expert
Long Stop Date
Material Adverse Change
Notice
Parties
Permitted Encumbrance
Purchase Price
Related Parties
Relevant Authority
Representatives
Security Interest
Signing Date
Subsidiary
Tax
Transaction Documents
Warranties
Working Hours
Clauses
Definitions
Interpretation
Sale and Purchase
Conditions Precedent
Purchase Price
Payment Terms
Completion Mechanics
Pre-Completion Obligations
Due Diligence
Representations and Warranties
Indemnification
Confidentiality
Force Majeure
Assignment
Termination
Break Fee
Escrow
Tax
Notices
Further Assurance
Costs
Entire Agreement
Severability
Waiver
Variation
Third Party Rights
Time of Essence
Counterparts
Governing Law
Jurisdiction
Dispute Resolution
Interpretation
Sale and Purchase
Conditions Precedent
Purchase Price
Payment Terms
Completion Mechanics
Pre-Completion Obligations
Due Diligence
Representations and Warranties
Indemnification
Confidentiality
Force Majeure
Assignment
Termination
Break Fee
Escrow
Tax
Notices
Further Assurance
Costs
Entire Agreement
Severability
Waiver
Variation
Third Party Rights
Time of Essence
Counterparts
Governing Law
Jurisdiction
Dispute Resolution
Relevant Industries
Real Estate
Manufacturing
Technology
Financial Services
Energy
Mining
Healthcare
Retail
Agriculture
Construction
Telecommunications
Professional Services
Relevant Teams
Legal
Finance
Commercial
Procurement
Risk Management
Compliance
Corporate Development
Operations
Business Development
Due Diligence
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Commercial Director
Legal Counsel
Contract Manager
Business Development Manager
Risk Manager
Compliance Officer
Corporate Development Director
Procurement Manager
Investment Director
Operations Director
Company Secretary
Transaction Manager
Due Diligence Manager
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