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Unconditional Sale And Purchase Agreement

Unconditional Sale And Purchase Agreement Template for Hong Kong

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Key Requirements PROMPT example:

Unconditional Sale And Purchase Agreement

"I need an Unconditional Sale and Purchase Agreement under Hong Kong law for the purchase of a residential apartment in Happy Valley, with completion set for March 15, 2025, and including provisions for a 10% initial deposit and 90% balance payment."

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Document background
The Unconditional Sale and Purchase Agreement is a fundamental document in Hong Kong property transactions, used when parties have agreed to proceed with a property sale without any conditions precedent. This type of agreement is commonly used in the Hong Kong real estate market for both residential and commercial properties where the purchaser has completed their due diligence and both parties are ready to proceed with a firm commitment to complete the transaction. The document must comply with Hong Kong's Conveyancing and Property Ordinance and includes provisions for stamp duty payment, title investigation, and completion procedures specific to Hong Kong practice. It is particularly suitable for straightforward property transactions where there are no outstanding conditions to be satisfied before completion, such as mortgage approval or government consent.
Suggested Sections

1. Parties: Identifies and provides full details of the vendor and purchaser

2. Background: Sets out the context of the transaction and basic information about the property

3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation principles

4. Sale and Purchase: Core provision establishing the agreement to sell and purchase the property

5. Purchase Price: Specifies the purchase price and payment terms

6. Deposits: Details the initial and further deposits required, payment timing, and stakeholding arrangements

7. Title: Vendor's warranties regarding good title and purchaser's rights to investigate title

8. Completion: Specifies completion date, time, and place, and completion obligations of both parties

9. Vacant Possession: Obligation to deliver vacant possession upon completion

10. Property Condition: Statement regarding the condition in which the property will be delivered

11. Risk and Insurance: Allocation of risk and insurance obligations until completion

12. Default: Consequences of default by either party and available remedies

13. Stamps and Costs: Allocation of stamp duty, legal fees, and other transaction costs

14. Notices: Process for giving notices under the agreement

15. Governing Law and Jurisdiction: Confirms Hong Kong law as governing law and jurisdiction

16. Execution: Execution block for parties' signatures

Optional Sections

1. Existing Tenancies: Required when the property is sold subject to existing tenancies, detailing tenant rights and obligations

2. Mortgage Status: Required when the property is being sold subject to an existing mortgage

3. Property Management: Include when there are specific building management or service charge arrangements to be addressed

4. Assignment of Warranties: Include for newer properties where there are existing warranties to be assigned

5. Furniture and Fittings: Required when the sale includes specific furniture or fittings

6. Car Parking Space: Include when a parking space is included in the sale

7. Pre-existing Violations: Include when there are known building code or other violations to be addressed

8. Agency Arrangements: Required when real estate agents are involved in the transaction

Suggested Schedules

1. Property Description: Detailed legal description of the property including lot number, address, and registered particulars

2. Inventory: List of furniture, fittings, and other items included in the sale

3. Title Documents: List of title documents to be delivered on completion

4. Existing Tenancy Details: Details of any existing tenancies including key terms and copies of agreements

5. Building Management Details: Information about management fees, special funds, and recent management decisions

6. Form of Assignment: Agreed form of the assignment to be executed on completion

7. Outstanding Works: List of any agreed repairs or works to be completed before completion

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Agreement
Assignment
Building
Business Day
Completion
Completion Date
Conditions of Sale
Deed of Mutual Covenant
Deposit
DMC
Encumbrances
Estate
Further Deposit
Government Grant
Government Rent
Hong Kong
Initial Deposit
Land Registry
Management Fee
Management Share
Mortgage
Mortgagee
Notice
Occupation Permit
Office Hours
Order
Parties
Property
Purchase Price
Purchaser
Purchaser's Solicitors
Rates
Related Documents
Relevant Authority
Special Fund
Stamp Duty
Title Documents
Undivided Shares
Vacant Possession
Vendor
Vendor's Solicitors
Working Day
Relevant Industries

Real Estate

Property Development

Banking and Finance

Legal Services

Property Management

Construction

Investment

Retail

Commercial Property

Residential Property

Industrial Property

Relevant Teams

Legal

Real Estate

Property Management

Compliance

Finance

Investment

Asset Management

Operations

Risk Management

Corporate Services

Business Development

Document Management

Relevant Roles

Property Lawyer

Real Estate Agent

Property Manager

Legal Counsel

Conveyancing Manager

Property Director

Investment Manager

Asset Manager

Compliance Officer

Real Estate Partner

Property Developer

Bank Manager

Company Director

Property Investment Analyst

Real Estate Transaction Manager

Industries
Conveyancing and Property Ordinance (Cap. 219): This is the primary legislation governing property transactions in Hong Kong, setting out requirements for property transfers, land contracts, and formal requirements for executing property-related documents.
Stamp Duty Ordinance (Cap. 117): Governs the stamp duty requirements for property transactions, including rates, payment timing, and penalties for non-compliance.
Law Amendment and Reform (Consolidation) Ordinance (Cap. 23): Contains provisions affecting contractual relationships and property rights, including rules about contracts and their enforcement.
Land Registration Ordinance (Cap. 128): Sets out the requirements for registration of property transactions and the priority of registered interests in land.
Control of Exemption Clauses Ordinance (Cap. 71): Regulates the use of exemption clauses in contracts, ensuring fairness and reasonableness in contractual terms.
Misrepresentation Ordinance (Cap. 284): Deals with misrepresentations in contracts, including remedies available to parties in case of misrepresentation during the sale process.
Contracts (Rights of Third Parties) Ordinance (Cap. 623): Governs the rights of third parties to enforce terms of a contract, which may be relevant if the agreement involves third-party rights.
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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