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Provisional Sales And Purchase Agreement
"I need a Provisional Sales and Purchase Agreement for the acquisition of a manufacturing facility in Gujarat, India, with a 45-day due diligence period starting March 1, 2025, including specific provisions for environmental compliance and employee transfer considerations."
1. Parties: Identifies and defines all parties to the agreement with their full legal names, addresses, and registration details if applicable
2. Background: Provides context for the agreement and outlines the intention of the parties to enter into a provisional arrangement
3. Definitions: Defines key terms used throughout the agreement for clarity and consistency
4. Subject Matter: Describes the goods/property being sold and purchased with essential details
5. Purchase Price: States the agreed purchase price and any applicable taxes or adjustments
6. Payment Terms: Outlines the payment schedule, including any deposits or installments
7. Due Diligence: Sets out the process and timeline for buyer's investigation of the subject matter
8. Conditions Precedent: Lists conditions that must be satisfied before proceeding to final agreement
9. Timeline: Specifies key dates including due diligence period, deposit payments, and final agreement execution
10. Representations and Warranties: Basic warranties about authority to enter agreement and ownership of subject matter
11. Termination: Circumstances under which the provisional agreement may be terminated
12. Governing Law and Jurisdiction: Specifies Indian law as governing law and designates jurisdiction for disputes
13. Execution: Signature blocks and execution formalities
1. Confidentiality: Required when sensitive information will be shared during due diligence
2. Exclusivity: Used when seller agrees not to negotiate with other parties during the provisional period
3. Break Fee: Included when parties agree to compensation if either party backs out under specified circumstances
4. Force Majeure: Added when parties want to address potential extraordinary circumstances affecting performance
5. Assignment: Required when transfer rights need to be specifically addressed
6. Broker/Agent Provisions: Included when intermediaries are involved in the transaction
7. Environmental Matters: Required for transactions involving real estate or industrial assets
8. Regulatory Approvals: Added when transaction requires specific regulatory clearances
1. Schedule A - Property/Asset Description: Detailed description of the subject matter including specifications, conditions, or property details
2. Schedule B - Payment Schedule: Detailed breakdown of payment terms, installments, and timing
3. Schedule C - Due Diligence Requirements: List of documents and information to be provided during due diligence
4. Schedule D - Form of Final Agreement: Draft or outline of the final sale and purchase agreement to be executed
5. Appendix 1 - Required Documents: List of documents required from each party for completion
6. Appendix 2 - Timeline: Detailed timeline with all key dates and deadlines
Authors
Real Estate
Manufacturing
Retail
Technology
Automotive
Industrial
Agriculture
Healthcare
Hospitality
Construction
Mining
Energy
Infrastructure
Consumer Goods
Legal
Finance
Procurement
Business Development
Operations
Compliance
Risk Management
Real Estate
Corporate Affairs
Investment
Asset Management
Legal Counsel
Business Development Manager
Chief Executive Officer
Chief Financial Officer
Managing Director
Property Manager
Procurement Manager
Contract Manager
Risk Manager
Compliance Officer
Real Estate Manager
Operations Director
Company Secretary
Investment Manager
Asset Manager
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