Contingent Purchase Agreement for Singapore

Contingent Purchase Agreement Template for Singapore

A Contingent Purchase Agreement under Singapore law is a legally binding contract that establishes the terms and conditions for a purchase transaction that is contingent upon certain specified conditions being met before the sale becomes final. This agreement, governed by Singapore's common law system and relevant statutes, provides protection for both buyer and seller by clearly defining the conditions that must be satisfied, the timeframe for completion, and the consequences if conditions are not met. It includes detailed provisions for due diligence, regulatory approvals, and financing requirements specific to Singapore's legal framework.

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What is a Contingent Purchase Agreement?

The Contingent Purchase Agreement is commonly used in Singapore when parties wish to structure a purchase transaction that depends on specific conditions being fulfilled before completion. This document is particularly relevant in complex commercial transactions where due diligence, financing, or regulatory approvals are required. Under Singapore law, this agreement provides a framework for managing conditional transactions while ensuring compliance with local regulatory requirements and legal principles. The agreement typically includes detailed provisions about the subject matter, purchase price, conditions precedent, completion mechanics, and remedies available to parties if conditions are not satisfied.

What sections should be included in a Contingent Purchase Agreement?

1. Parties: Identification and details of contracting parties

2. Background: Context and purpose of the agreement

3. Definitions: Key terms used throughout the agreement

4. Subject Matter: Description of goods/assets being purchased

5. Purchase Price: Price and payment terms

6. Contingencies: Conditions that must be met for purchase to proceed

7. Completion: Process and requirements for closing the transaction

8. Representations and Warranties: Statements of fact and assurances by parties

9. Termination: Circumstances and process for termination

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

1. Due Diligence: Terms regarding buyer's investigation rights - used for complex assets or business purchases

2. Regulatory Approvals: Requirements for obtaining regulatory clearances - used when transaction requires regulatory approval

3. Financing Conditions: Terms related to securing necessary financing - used when purchase depends on financing

4. Environmental Matters: Environmental compliance and liability provisions - used for real estate or industrial assets

What schedules should be included in a Contingent Purchase Agreement?

1. Asset Schedule: Detailed description of assets being purchased

2. Purchase Price Calculation: Formula and mechanisms for price adjustments

3. Conditions Precedent: List of all conditions that must be satisfied

4. Form of Transfer Documents: Templates for transfer documentation

5. Due Diligence Requirements: Scope and process for due diligence

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

Singapore

Publisher

Genie AI

Document Type

Purchase Agreement

Cost

Free to use
Industries

Contract Law of Singapore: Common law principles governing contract formation, validity, performance, and remedies in Singapore

Civil Law Act (Cap. 43): Primary legislation governing civil matters including contracts, providing framework for contractual relationships

Sale of Goods Act (Cap. 393): Specific legislation governing sale and purchase of goods, including rights, obligations and remedies

Electronic Transactions Act: Legislation governing the formation and validity of electronic contracts and digital signatures

Competition Act (Cap. 50B): Regulations concerning market competition and anti-competitive practices that may affect purchase agreements

Consumer Protection (Fair Trading) Act: Consumer protection legislation relevant for B2C transactions and fair trading practices

Companies Act (Cap. 50): Corporate law requirements affecting company's ability to enter into purchase agreements

Industry-Specific Regulations: Sector-specific rules and compliance requirements depending on the subject matter of purchase

UNICITRAL CISG: United Nations Convention on Contracts for the International Sale of Goods, relevant for international sales

Singapore Dispute Resolution Framework: Legal framework for dispute resolution including court proceedings and arbitration options

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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