The Intent To Purchase Agreement serves as a crucial intermediate step in significant transactions under Singapore law. It is typically used when parties have progressed beyond initial discussions but aren't ready for a definitive purchase agreement. This document outlines the proposed transaction's fundamental terms, including price range, timeline, and conditions precedent. While maintaining flexibility for future negotiations, it provides a structured framework and can include binding elements such as exclusivity periods and confidentiality obligations. The agreement is particularly valuable in complex transactions where due diligence is required before finalizing the purchase.
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1. Parties: Identification and details of the parties entering into the agreement
2. Background: Context and circumstances leading to the agreement
3. Definitions: Key terms used throughout the agreement
4. Subject Matter of Purchase: Detailed description of the item(s) to be purchased
5. Purchase Price: Agreed price and payment terms
6. Timeline: Expected timeframe for completing the purchase
7. Conditions Precedent: Conditions that must be met before proceeding with the purchase
8. Governing Law: Specification of Singapore law as governing law
1. Due Diligence: Terms regarding investigation of the purchase subject - used for complex transactions or high-value purchases
2. Exclusivity: Terms preventing seller from negotiating with other parties - used when buyer requires exclusive negotiation rights
3. Confidentiality: Terms regarding non-disclosure of information - used when sensitive information is involved
4. Break Fee: Compensation if either party withdraws - used for high-value transactions
1. Asset Schedule: Detailed list of assets to be purchased
2. Due Diligence Checklist: List of required documents and verifications
3. Payment Schedule: Breakdown of payment terms and installments
4. Condition Report: Current state of assets (if applicable)
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