Preliminary Agreement For Sale And Purchase Template for Germany

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Key Requirements PROMPT example:

Preliminary Agreement For Sale And Purchase

"I need a Preliminary Agreement for Sale and Purchase under German law for the acquisition of an industrial warehouse in Munich, with completion targeted for March 2025, including specific provisions for environmental due diligence and existing tenant arrangements."

Document background
The Preliminary Agreement For Sale And Purchase (Vorvertrag) is a crucial document in German commercial practice, typically used when parties have reached agreement on essential terms but require additional time or need to fulfill certain conditions before executing the final purchase agreement. This document is particularly relevant in complex transactions where detailed due diligence is necessary, or where regulatory approvals or financing arrangements must be secured. Under German law, it creates legally binding obligations while providing a structured framework for proceeding toward the final transaction. The agreement typically includes provisions for purchase price determination, due diligence procedures, conditions precedent, and timeline for completion. It's especially common in real estate transactions but is also used for other significant asset purchases where a phased approach to the transaction is beneficial.
Suggested Sections

1. Parties: Identification of all parties involved, including full legal names, addresses, and registration details for companies

2. Background: Context of the transaction and relationship between the parties, including the intention to enter into a final purchase agreement

3. Definitions: Key terms used throughout the agreement, ensuring consistent interpretation

4. Object of Sale: Detailed description of the property or asset to be sold, including all relevant identifying information

5. Purchase Price: Agreed preliminary purchase price or method of price determination

6. Timeline: Deadlines for signing the final purchase agreement and completion of the transaction

7. Due Diligence: Framework for the buyer's investigation of the property/asset and seller's disclosure obligations

8. Conditions Precedent: Conditions that must be fulfilled before parties are obligated to enter into the final purchase agreement

9. Basic Terms of Final Agreement: Essential terms that will be included in the final purchase agreement

10. Binding Effect: Clear statement of which provisions are binding and the consequences of not proceeding with the final agreement

11. Costs and Expenses: Allocation of costs including notary fees, taxes, and due diligence expenses

12. Confidentiality: Obligations regarding the confidential treatment of information exchanged

13. Governing Law and Jurisdiction: Confirmation of German law application and competent courts

14. Entire Agreement: Integration clause confirming this document represents the entire preliminary agreement between the parties

Optional Sections

1. Broker Provisions: Include when real estate agents are involved in the transaction, detailing their roles and commission arrangements

2. Financing Conditions: Include when the buyer's obligation to proceed is dependent on obtaining financing

3. Property Management: Include when there are interim property management arrangements needed before final purchase

4. Environmental Provisions: Include when the property might have environmental issues requiring special investigation or remediation

5. Tenant Provisions: Include when the property is subject to existing tenant agreements

6. Construction/Renovation Requirements: Include when specific construction or renovation work must be completed before final purchase

7. Third Party Consents: Include when the transaction requires specific third-party approvals

8. Asset-Specific Warranties: Include when specific preliminary warranties about the asset's condition or characteristics are necessary

Suggested Schedules

1. Property Description Schedule: Detailed technical description of the property including land register details, measurements, and boundaries

2. Due Diligence Checklist: List of documents and information to be provided during the due diligence phase

3. Price Calculation Schedule: If the price mechanism is complex, detailed breakdown of how the final price will be calculated

4. Timeline Schedule: Detailed timeline of all key dates and deadlines in the transaction process

5. Existing Encumbrances: List of all existing encumbrances, easements, or restrictions on the property

6. Required Permits: List of permits and approvals required for the transaction or future use of the property

Authors

Alex Denne

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

Relevant legal definitions
Clauses
Relevant Industries

Real Estate

Commercial Property

Residential Property

Industrial

Retail

Hospitality

Manufacturing

Logistics

Agriculture

Energy

Infrastructure

Technology

Healthcare

Education

Relevant Teams

Legal

Finance

Real Estate

Commercial

Compliance

Risk Management

Business Development

Corporate Development

Mergers & Acquisitions

Investment

Property Management

Asset Management

Operations

Strategy

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Legal Director

Corporate Lawyer

Real Estate Manager

Property Director

Investment Manager

Business Development Director

Commercial Director

Finance Manager

Risk Manager

Compliance Officer

Transaction Manager

Asset Manager

Acquisition Manager

Due Diligence Manager

Real Estate Agent

Property Consultant

Project 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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