Contingent Purchase Agreement for Malaysia

Contingent Purchase Agreement Template for Malaysia

A comprehensive legal agreement governed by Malaysian law that establishes the terms and conditions for a purchase transaction that is contingent upon specific conditions being met before completion. The document outlines the purchase terms, conditions precedent, timing requirements, and completion mechanics while ensuring compliance with Malaysian legal requirements, including the Contracts Act 1950 and Sale of Goods Act 1957. It provides detailed provisions for the satisfaction of contingencies, payment terms, representations and warranties, and the consequences of condition fulfillment or failure.

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What is a Contingent Purchase Agreement?

The Contingent Purchase Agreement is a specialized legal instrument used in Malaysian commercial transactions where the completion of a purchase is subject to specific conditions being satisfied. This document type is commonly employed in situations involving regulatory approvals, financing requirements, due diligence completion, or other material conditions that must be met before the transaction can proceed. It incorporates provisions compliant with Malaysian legislation, including the Contracts Act 1950 and Sale of Goods Act 1957, while addressing practical commercial requirements. The agreement is particularly useful in complex transactions where parties need to establish clear frameworks for condition satisfaction, timelines, and consequences of condition fulfillment or failure.

What sections should be included in a Contingent Purchase Agreement?

1. Parties: Identification and details of the buyer and seller

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

3. Definitions: Definitions of key terms used throughout the agreement

4. Contingent Conditions: Detailed description of the conditions that must be satisfied for the purchase to proceed

5. Purchase and Sale: Core terms of the purchase including asset description and purchase price

6. Timing and Completion: Timeline for satisfaction of conditions and completion of the purchase

7. Payment Terms: Details of payment structure, method, and timing

8. Representations and Warranties: Standard representations and warranties from both parties

9. Termination: Circumstances under which the agreement may be terminated

10. Governing Law and Jurisdiction: Specification of Malaysian law as governing law and jurisdiction details

What sections are optional to include in a Contingent Purchase Agreement?

1. Regulatory Approvals: Required when the transaction is subject to regulatory oversight or specific permissions

2. Due Diligence: When detailed investigation of the purchase target is required as a contingency

3. Financing Conditions: When the purchase is contingent on securing specific financing arrangements

4. Environmental Compliance: For purchases involving real estate or businesses with environmental implications

5. Third Party Consents: When the transaction requires approval from specific third parties

6. Post-Completion Obligations: For transactions requiring specific actions after the main purchase is completed

7. Force Majeure: When specific provisions for unforeseen circumstances are needed

What schedules should be included in a Contingent Purchase Agreement?

1. Schedule 1 - Asset Description: Detailed description of the asset(s) being purchased

2. Schedule 2 - Contingent Conditions Details: Comprehensive list and description of all contingent conditions

3. Schedule 3 - Purchase Price Calculation: Formula or mechanism for calculating the final purchase price

4. Schedule 4 - Completion Checklist: List of documents and actions required for completion

5. Schedule 5 - Form of Notices: Template forms for various notices required under the agreement

6. Appendix A - Required Consents: List of all required regulatory and third-party consents

7. Appendix B - Due Diligence Requirements: Detailed requirements for any due diligence process

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

Jurisdiction

Malaysia

Publisher

Genie AI

Document Type

Purchase Agreement

Cost

Free to use
Relevant Industries

Real Estate

Manufacturing

Technology

Energy

Mining

Agriculture

Financial Services

Healthcare

Retail

Infrastructure

Telecommunications

Relevant Teams

Legal

Finance

Mergers & Acquisitions

Commercial

Risk Management

Compliance

Corporate Development

Treasury

Operations

Procurement

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Commercial Director

Business Development Manager

Risk Manager

Compliance Officer

Project Manager

Investment Manager

Corporate Secretary

Finance Director

Operations Director

Procurement Manager

Industries
Teams

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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