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Conditional Agreement
1. Parties: Identification and details of all contracting parties
2. Background: Context of the agreement and general intent of the parties
3. Definitions: Definitions of key terms used throughout the agreement
4. Conditions: Detailed description of all conditions precedent and/or subsequent that must be satisfied
5. Condition Fulfillment Mechanics: Process for satisfying conditions, including notification requirements and evidence of fulfillment
6. Rights and Obligations Upon Satisfaction: Details of what happens when conditions are met, including timing of performance
7. Consequences of Non-Fulfillment: Consequences and parties' rights if conditions are not satisfied within specified timeframes
8. Time Periods and Deadlines: Specific timeframes for condition satisfaction and related obligations
9. Representations and Warranties: Standard representations and warranties from each party
10. Termination: Circumstances under which the agreement can be terminated
11. Notices: Requirements for formal communications between parties
12. Governing Law and Jurisdiction: Confirmation of Danish law as governing law and jurisdiction for disputes
13. General Provisions: Standard boilerplate provisions including entire agreement, amendments, and severability
1. Interim Obligations: Used when parties have specific obligations during the period before conditions are satisfied
2. Cost Allocation: Include when there are significant costs associated with satisfying conditions that need to be allocated between parties
3. Escrow Arrangements: Required when funds or documents need to be held in escrow pending satisfaction of conditions
4. Third Party Rights: Include when conditions involve or affect third party rights or obligations
5. Force Majeure: Optional section addressing events beyond parties' control affecting condition satisfaction
6. Confidentiality: Include when sensitive information will be exchanged in relation to conditions
7. Assignment: Include when transfer of rights under the agreement needs to be restricted or permitted
1. Condition Satisfaction Criteria: Detailed criteria and evidence required to prove satisfaction of each condition
2. Form of Satisfaction Notice: Template notice for confirming satisfaction of conditions
3. Timeline: Detailed timeline showing all relevant dates and deadlines
4. Required Authorizations: List of any required authorizations, permits, or consents
5. Form of Completion Documents: Templates for any documents required upon satisfaction of conditions
6. Contact Details: Detailed contact information for notices and communications
7. Pre-Condition Obligations: Detailed list of any obligations to be performed before conditions are satisfied
Authors
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