The Conditional Contract to Sell is commonly used in Singapore when parties wish to enter into a sale agreement but need certain conditions to be fulfilled before the sale becomes final. This document type is particularly relevant for complex transactions where due diligence, regulatory approvals, or financing arrangements need to be completed before the sale can proceed. It provides a framework under Singapore law for specifying conditions precedent, timeframes for completion, and consequences of condition fulfillment or failure. The contract typically includes detailed provisions about the subject matter, purchase price, condition specifications, and completion mechanics.
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1. Parties: Identification and details of seller and buyer
2. Background: Context and purpose of the conditional sale
3. Definitions: Key terms used throughout the agreement
4. Subject Matter: Detailed description of property/goods being sold
5. Conditions: Specific conditions that must be fulfilled, including all conditions precedent and subsequent
6. Purchase Price: Amount and payment terms including deposit arrangements
7. Completion: Process and timing of transfer upon satisfaction of conditions
8. Default and Remedies: Consequences of breach and available remedies
9. Governing Law: Specification of Singapore law as governing law and jurisdiction
1. Due Diligence: Terms for buyer's investigation rights and timeline - used for complex or high-value transactions
2. Warranties and Representations: Seller's guarantees about the property/goods - included when specific assurances are required
3. Force Majeure: Provisions for unforeseen circumstances - recommended for longer-term contracts or high-risk transactions
4. Assignment: Rights to assign the contract to third parties - included when transfer rights need to be specified
5. Confidentiality: Provisions regarding confidential information - used in sensitive commercial transactions
1. Schedule 1 - Property Details: Detailed description and specifications of property/goods being sold
2. Schedule 2 - Payment Schedule: Breakdown of payment terms, installments, and timing
3. Schedule 3 - Condition Precedent Timeline: Timeline and deadlines for fulfilling various conditions
4. Schedule 4 - Due Diligence Requirements: List of required documents and verifications for due diligence
5. Schedule 5 - Form of Transfer: Template documents for executing the final transfer
Relevant legal definitions
Agreement
Business Day
Completion
Completion Date
Conditions
Conditions Precedent
Confidential Information
Consideration
Deposit
Due Diligence Period
Effective Date
Encumbrance
Force Majeure Event
Governing Law
Long Stop Date
Material Adverse Change
Notice
Parties
Property
Purchase Price
Purchaser
Related Documents
Seller
Singapore Dollar
Taxes
Term
Third Party
Transaction
Transfer
Warranties
Business Day
Completion
Completion Date
Conditions
Conditions Precedent
Confidential Information
Consideration
Deposit
Due Diligence Period
Effective Date
Encumbrance
Force Majeure Event
Governing Law
Long Stop Date
Material Adverse Change
Notice
Parties
Property
Purchase Price
Purchaser
Related Documents
Seller
Singapore Dollar
Taxes
Term
Third Party
Transaction
Transfer
Warranties
Clauses
Interpretation
Subject Matter Description
Sale and Purchase
Conditions Precedent
Purchase Price
Payment Terms
Deposit
Due Diligence
Completion
Seller's Warranties
Seller's Obligations
Buyer's Warranties
Buyer's Obligations
Title and Risk
Representations
Confidentiality
Force Majeure
Termination
Default
Remedies
Assignment
Notices
Further Assurance
Costs
Entire Agreement
Severability
Waiver
Variation
Third Party Rights
Counterparts
Governing Law
Dispute Resolution
Subject Matter Description
Sale and Purchase
Conditions Precedent
Purchase Price
Payment Terms
Deposit
Due Diligence
Completion
Seller's Warranties
Seller's Obligations
Buyer's Warranties
Buyer's Obligations
Title and Risk
Representations
Confidentiality
Force Majeure
Termination
Default
Remedies
Assignment
Notices
Further Assurance
Costs
Entire Agreement
Severability
Waiver
Variation
Third Party Rights
Counterparts
Governing Law
Dispute Resolution
Relevant Industries
Relevant Teams
Relevant Roles
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