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Conditional Contract To Sell
I need a Conditional Contract to Sell for the purchase of a manufacturing facility in Ontario, with the sale being conditional upon obtaining environmental clearance and securing financing by March 2025.
1. Parties: Identification and details of the Seller and Buyer, including full legal names and addresses
2. Background: Context of the transaction and brief description of the subject matter of sale
3. Definitions: Definitions of key terms used throughout the agreement
4. Subject Matter of Sale: Detailed description of the property or goods being sold
5. Purchase Price: The agreed purchase price and payment terms
6. Conditions Precedent: Specific conditions that must be satisfied before the sale becomes binding
7. Timeline for Condition Fulfillment: Deadlines and processes for satisfying the conditions
8. Seller's Representations and Warranties: Statements of fact and promises made by the seller regarding the subject matter
9. Buyer's Representations and Warranties: Statements of fact and promises made by the buyer regarding their capacity to purchase
10. Rights and Obligations During Conditional Period: Parties' respective rights and responsibilities while conditions are pending
11. Completion Process: Steps to be taken upon satisfaction of conditions to complete the sale
12. Default and Remedies: Consequences of breach and available remedies to parties
13. Notices: How formal communications between parties should be made
14. General Provisions: Standard contract clauses including governing law, amendment process, and severability
1. Deposit Terms: Include when a deposit is required as part of the transaction
2. Financing Arrangements: Include when the purchase is subject to obtaining financing
3. Due Diligence Requirements: Include when buyer requires specific investigation rights
4. Environmental Matters: Include when the sale involves property with potential environmental concerns
5. Intellectual Property Rights: Include when the sale involves assets with associated IP rights
6. Employee Matters: Include when the sale involves business assets with employee considerations
7. Tax Matters: Include when special tax considerations need to be addressed
8. Insurance Requirements: Include when specific insurance must be maintained during conditional period
1. Schedule A - Property Description: Detailed technical description of the property or goods being sold
2. Schedule B - Purchase Price Calculation: Detailed breakdown of the purchase price components
3. Schedule C - Condition Satisfaction Criteria: Specific criteria for determining when conditions have been met
4. Schedule D - Required Documents: List of documents required for closing
5. Schedule E - Permitted Encumbrances: List of acceptable liens or encumbrances on the property
6. Appendix 1 - Form of Closing Certificate: Template certificate confirming satisfaction of conditions
7. Appendix 2 - Form of Transfer Documents: Template documents required for transferring ownership
Authors
Real Estate
Manufacturing
Retail
Technology
Agriculture
Mining
Professional Services
Construction
Automotive
Energy
Healthcare
Hospitality
Legal
Finance
Procurement
Sales
Business Development
Risk Management
Compliance
Operations
Real Estate
Corporate Development
Chief Executive Officer
Chief Financial Officer
General Counsel
Legal Counsel
Contract Manager
Business Development Manager
Real Estate Manager
Property Manager
Procurement Manager
Sales Director
Commercial Director
Risk Manager
Compliance Officer
Operations Manager
Project Manager
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