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Contingent Purchase Agreement
"I need a Contingent Purchase Agreement under Hong Kong law for acquiring a technology company's assets worth HKD 50 million, with completion contingent on obtaining regulatory approval from the Hong Kong Communications Authority by March 2025."
1. Parties: Identification and details of all parties to the agreement
2. Background: Context of the agreement and relationship between the parties
3. Definitions and Interpretation: Definitions of key terms and interpretation rules
4. Subject Matter of Purchase: Clear identification and description of what is being purchased
5. Contingent Conditions: Detailed description of all conditions that must be satisfied for the purchase to proceed
6. Purchase Price and Payment Terms: Amount, currency, and payment structure including any deposits or installments
7. Timeline and Completion: Key dates, completion mechanism, and timing requirements for satisfying contingencies
8. Representations and Warranties: Statements of fact and promises made by each party
9. Rights and Obligations: Detailed responsibilities of each party before and after contingencies are met
10. Default and Remedies: Consequences of breach and available remedies
11. Termination: Circumstances under which the agreement can be terminated
12. Governing Law and Jurisdiction: Specification of Hong Kong law and jurisdiction
13. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Due Diligence: Include when the purchase is subject to due diligence investigations
2. Regulatory Approvals: Include when the transaction requires specific regulatory clearances
3. Financing Conditions: Include when the purchase is contingent on securing specific financing
4. Third Party Consents: Include when third party approvals are required for completion
5. Post-Completion Obligations: Include when there are specific obligations after completion
6. Tax Provisions: Include when specific tax arrangements or considerations apply
7. Confidentiality: Include when sensitive information is involved
8. Force Majeure: Include when protection against unforeseen events is required
9. Assignment Rights: Include when transfer rights need to be specifically addressed
1. Schedule 1 - Asset Description: Detailed description of the purchase subject matter
2. Schedule 2 - Purchase Price Calculation: Detailed breakdown of purchase price components and calculations
3. Schedule 3 - Contingency Details: Detailed description of contingent conditions and verification process
4. Schedule 4 - Completion Checklist: List of documents and actions required for completion
5. Schedule 5 - Form of Notices: Template forms for various notices under the agreement
6. Appendix A - Required Consents: List of required third party and regulatory consents
7. Appendix B - Due Diligence Requirements: Specific due diligence requirements and procedures
8. Appendix C - Relevant Documents: Copies of relevant certificates, licenses, or other documents
Authors
Assets
Business Day
Completion
Completion Date
Conditions
Conditions Precedent
Conditions Satisfaction Date
Confidential Information
Consideration
Cut-off Date
Default Event
Due Diligence
Effective Date
Encumbrance
Force Majeure Event
Governmental Authority
Group
Hong Kong
Intellectual Property Rights
Law
Liabilities
Long Stop Date
Material Adverse Change
Notice
Parties
Payment Date
Permitted Encumbrances
Purchase Price
Purchaser
Related Persons
Relevant Authority
Representatives
Sale Assets
Satisfaction Notice
Seller
Signing Date
Subsidiary
Tax
Transaction Documents
Transfer
Warranties
Working Hours
Definitions
Sale and Purchase
Purchase Price
Conditions Precedent
Contingent Conditions
Payment Terms
Completion
Pre-Completion Obligations
Post-Completion Obligations
Due Diligence
Representations and Warranties
Indemnification
Confidentiality
Non-Competition
Force Majeure
Termination
Default
Remedies
Notices
Assignment
Amendment
Waiver
Severability
Entire Agreement
Third Party Rights
Further Assurance
Costs
Time of Essence
Counterparts
Electronic Execution
Governing Law
Dispute Resolution
Regulatory Compliance
Tax
Data Protection
Anti-Corruption
Publicity
Insurance
Intellectual Property
Liability Limitation
Real Estate
Manufacturing
Technology
Financial Services
Professional Services
Retail
Construction
Energy
Healthcare
Telecommunications
Import/Export
Education
Legal
Finance
Procurement
Commercial
Risk Management
Compliance
Business Development
Operations
Corporate Secretarial
Strategy
Chief Executive Officer
Chief Financial Officer
General Counsel
Legal Counsel
Commercial Director
Procurement Manager
Business Development Manager
Contract Manager
Risk Manager
Company Secretary
Finance Director
Compliance Officer
Transaction Manager
Legal Director
Operations Manager
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