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Provisional Sales And Purchase Agreement Template for India

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Key Requirements PROMPT example:

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."

Document background
The Provisional Sales and Purchase Agreement is a crucial document used in Indian business transactions when parties wish to formalize their intent to enter into a sale transaction while allowing for due diligence and fulfillment of conditions precedent. This document type is particularly relevant when dealing with substantial assets, property transfers, or complex business transactions where immediate execution of a final agreement is not practical or desirable. It creates legally binding obligations while maintaining flexibility for parties to complete necessary investigations and satisfy regulatory requirements. Commonly used in both corporate and individual transactions, the agreement must comply with Indian contract law and related regulations, including the Indian Contract Act, 1872, and where applicable, sector-specific legislation. The provisional nature of the agreement allows parties to outline key terms while protecting their interests during the interim period before final execution.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions































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Relevant Industries

Real Estate

Manufacturing

Retail

Technology

Automotive

Industrial

Agriculture

Healthcare

Hospitality

Construction

Mining

Energy

Infrastructure

Consumer Goods

Relevant Teams

Legal

Finance

Procurement

Business Development

Operations

Compliance

Risk Management

Real Estate

Corporate Affairs

Investment

Asset Management

Relevant Roles

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

Industries






Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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