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Preliminary Sales Agreement
"I need a Preliminary Sales Agreement under Austrian law for the purchase of an industrial manufacturing facility in Vienna, with completion of the main agreement scheduled for March 2025; the agreement should include comprehensive due diligence provisions and environmental compliance requirements."
1. Parties: Identification and details of the prospective seller and buyer, including full legal names, addresses, and registration numbers for companies
2. Background: Context of the transaction, including brief description of the subject matter and parties' intention to enter into a future sales agreement
3. Definitions: Key terms used throughout the agreement, including 'Main Sales Agreement', 'Subject Matter', and 'Completion Date'
4. Subject Matter of Future Sale: Detailed description of the item/property to be sold in the main agreement, including all relevant specifications or characteristics
5. Essential Terms of Future Sale: Core terms that will be included in the main sales agreement, including purchase price, payment terms, and delivery conditions
6. Timeline and Conditions: Deadline for concluding the main sales agreement and any conditions that must be met before its execution
7. Binding Effect: Statement of the binding nature of the preliminary agreement and consequences of failure to enter into the main agreement
8. Deposit and Costs: Any advance payments or deposits required, and allocation of costs related to both preliminary and main agreements
9. Governing Law and Jurisdiction: Confirmation of Austrian law application and competent courts
1. Due Diligence: Required when the sale involves complex assets requiring investigation - outlines the scope and process of due diligence
2. Financing Conditions: Include when the execution of the main agreement depends on securing financing
3. Regulatory Approvals: Necessary when the transaction requires governmental or regulatory approvals
4. Confidentiality: Include when sensitive information will be exchanged during the preliminary phase
5. Exclusivity: Optional clause preventing the seller from negotiating with other potential buyers
6. Force Majeure: Include when there's a need to address potential extraordinary circumstances that might affect the execution of the main agreement
7. Assignment Rights: Include when parties want to address the possibility of transferring rights under the preliminary agreement
1. Description Schedule: Detailed technical description of the sale object, especially important for complex assets or real estate
2. Price Calculation Schedule: When the purchase price involves complex calculations or adjustments
3. Due Diligence Checklist: List of documents and information to be provided during the due diligence phase
4. Timeline Schedule: Detailed timeline of key dates and milestones towards the main agreement
5. Form of Main Agreement: Draft or key terms of the intended main sales agreement
6. Required Approvals: List of necessary regulatory or third-party approvals needed before main agreement
Authors
Real Estate
Manufacturing
Technology
Automotive
Industrial Equipment
Retail
Agriculture
Energy
Construction
Professional Services
Hospitality
Healthcare
Consumer Goods
Transportation
Mining
Legal
Sales
Procurement
Finance
Business Development
Risk Management
Compliance
Operations
Corporate Secretariat
Real Estate
Project Management
Executive Leadership
Commercial Operations
Legal Counsel
Contract Manager
Business Development Manager
Chief Executive Officer
Chief Financial Officer
Sales Director
Procurement Manager
Real Estate Manager
Commercial Director
Risk Manager
Compliance Officer
Project Manager
Operations Director
Corporate Secretary
General Manager
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