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Preliminary Sale Agreement
"I need a Preliminary Sale Agreement for the purchase of a manufacturing facility in Vienna, with completion planned for March 2025, including provisions for due diligence and regulatory approvals for industrial property transfer."
1. Parties: Identification and details of the seller and buyer, including full legal names, addresses, and registration details if companies
2. Background: Context of the transaction and parties' intention to enter into a preliminary agreement for a future sale
3. Definitions: Key terms used throughout the agreement, including defined terms for the Main Contract, Subject Matter, and Completion Date
4. Subject Matter of Future Sale: Detailed description of what is to be sold under the future main contract
5. Essential Terms of Future Sale: Core terms that will be included in the main contract, including purchase price, payment terms, and delivery conditions
6. Timeline: Deadlines for entering into the main contract and any intermediate milestones
7. Conditions Precedent: Conditions that must be fulfilled before the obligation to enter into the main contract becomes binding
8. Obligations of the Parties: Specific duties of each party during the preliminary agreement period
9. Binding Effect: Clause specifying which provisions are immediately binding and which are preliminary
10. Termination: Circumstances under which the preliminary agreement can be terminated
11. Governing Law and Jurisdiction: Confirmation of Austrian law as governing law and jurisdiction for disputes
1. Due Diligence: Include when the buyer needs to conduct investigations before the main contract - typically for business or property sales
2. Exclusivity: Include when the seller should be prohibited from negotiating with other potential buyers
3. Confidentiality: Include when sensitive business or personal information will be exchanged during the preliminary period
4. Break Fee: Include when parties want to specify damages for failing to enter into the main contract
5. Regulatory Approvals: Include when the transaction requires government or regulatory approvals
6. Financing Conditions: Include when the buyer's obligation is contingent on obtaining financing
7. Consumer Protection Provisions: Include when one party is a consumer, incorporating relevant KSchG provisions
1. Description Schedule: Detailed description of the sale object (especially important for real estate or complex assets)
2. Price Calculation Schedule: Details of how the final purchase price will be calculated, including any adjustments
3. Due Diligence Requirements: List of documents and information to be provided during the due diligence phase
4. Timeline Schedule: Detailed timeline of all key dates and deadlines
5. Form of Main Contract: Draft or key terms of the main sale agreement to be entered into
6. Required Approvals: List of necessary regulatory or third-party approvals
Authors
Real Estate
Manufacturing
Retail
Technology
Professional Services
Construction
Agriculture
Energy
Automotive
Healthcare
Hospitality
Industrial Equipment
Consumer Goods
Legal
Sales
Procurement
Business Development
Real Estate
Compliance
Corporate Development
Finance
Operations
Commercial
Risk Management
Legal Counsel
Contract Manager
Business Development Manager
Sales Director
Procurement Manager
Real Estate Agent
Property Developer
Investment Manager
Corporate Lawyer
Compliance Officer
Business Owner
CEO
CFO
Commercial Director
Operations Manager
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