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Contingency Sales Agreement
"I need a Contingency Sales Agreement under Philippine law for the sale of manufacturing equipment worth ₱5 million, with the sale contingent on successful performance testing and regulatory approval, to be completed by March 2025."
1. Parties: Identifies and defines the seller and buyer with complete legal names and addresses
2. Background: Explains the context of the sale and the general intent of the parties to enter into a contingency sale arrangement
3. Definitions: Defines key terms used throughout the agreement, including specific contingencies and technical terms
4. Subject Matter of Sale: Detailed description of the property or goods being sold
5. Purchase Price: Specifies the agreed purchase price and payment terms
6. Contingency Conditions: Clearly outlines all contingencies that must be satisfied for the sale to proceed
7. Timeline and Deadlines: Specifies the timeframe for meeting contingencies and completing the sale
8. Rights and Obligations During Contingency Period: Details what each party can and cannot do while contingencies are pending
9. Completion Process: Steps to be taken once contingencies are met to complete the sale
10. Failure of Contingencies: Consequences and procedures if contingencies are not met
11. Representations and Warranties: Standard warranties about authority to sell, condition of goods, etc.
12. Termination: Circumstances under which the agreement can be terminated
13. Governing Law: Specifies Philippine law as governing law and relevant jurisdiction
14. Execution: Signature blocks and execution requirements
1. Financing Provisions: Include when the sale involves financing arrangements or installment payments
2. Due Diligence: Include when buyer needs to conduct investigations or verifications
3. Insurance Requirements: Include when specific insurance coverage is required during the contingency period
4. Broker Provisions: Include when real estate or other brokers are involved in the transaction
5. Assignment Rights: Include when either party may need to assign their rights under the agreement
6. Force Majeure: Include when specific provisions for unforeseen events are needed
7. Confidentiality: Include when transaction involves sensitive information
8. Third Party Rights: Include when third parties have interests or rights in the sale
1. Schedule A - Property Description: Detailed description of the property or goods being sold
2. Schedule B - Purchase Price Breakdown: Itemized breakdown of the purchase price and payment schedule
3. Schedule C - Contingency Checklist: Detailed list of all contingencies and their verification requirements
4. Schedule D - Required Documents: List of documents required for closing
5. Schedule E - Due Diligence Requirements: Specific requirements and timeline for due diligence if applicable
6. Appendix 1 - Form of Notice: Standard forms for various notices required under the agreement
7. Appendix 2 - Completion Checklist: Checklist of items required for closing the sale
Authors
Applicable Law
Business Day
Closing
Closing Date
Completion
Completion Date
Contingency Period
Contingent Conditions
Deposit
Due Diligence
Effective Date
Encumbrance
Event of Default
Force Majeure Event
Governmental Authority
Inspection Period
Material Adverse Change
Notice
Party/Parties
Performance Test
Permitted Encumbrances
Property
Purchase Price
Related Documents
Representatives
Sale Assets
Satisfaction Notice
Seller's Warranties
Subject Matter
Termination Date
Termination Notice
Transaction
Transfer Documents
Verification Period
Conditions Precedent
Purchase Price
Payment Terms
Contingencies
Due Diligence
Representations and Warranties
Covenants
Risk and Title
Completion
Termination
Default
Force Majeure
Confidentiality
Assignment
Notices
Governing Law
Dispute Resolution
Entire Agreement
Amendment
Severability
Further Assurance
Costs and Expenses
Time of Essence
Waiver
Indemnification
Insurance
Inspection Rights
Documentation
Third Party Rights
Real Estate
Manufacturing
Retail
Agriculture
Technology
Construction
Automotive
Industrial Equipment
Import/Export
Professional Services
Legal
Sales
Procurement
Finance
Operations
Risk Management
Compliance
Business Development
Property Management
Commercial Operations
Sales Manager
Procurement Manager
Legal Counsel
Contract Administrator
Business Development Manager
Real Estate Agent
Chief Financial Officer
Commercial Director
Operations Manager
Risk Manager
Compliance Officer
Property Manager
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